definiens: means, with respect to a Party, ( i ) a merger or consolidation involving such Party, as a result of which a ThirdParty acquires direct or indirect beneﬁcial ownership of more than ﬁfty percent ( 50 % ) of the voting power of the outstanding securities or other ownershipinterests of the surviving entity immediately after such merger, reorganization or consolidation, ( ii ) a transaction or series of related transactions in whicha Third Party, together with its Aﬃliates ( determined as of immediately prior to the closing of the ﬁrst such transaction ), becomes the direct or indirectbeneficial owner of more than fifty percent ( 50 % ) of the combined voting power of the outstanding securities or other ownership interests of such Party, or(iii ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s and its controlled Aﬃliates ’ assets, but excluding with regard to ( i ) to(iii ) [ * * * ]