definiens: shall mean, with respect to a Party : ( a ) the acquisition by any Third Party ofbeneficial ownership of voting securities representing fifty percent ( 50 % ) or more of the combined votingpower of the - then outstanding securities entitled to vote of such Party, other than acquisitions byemployee benefit plans sponsored or maintained by such Party ; ( b ) the consummation of a businesscombination involving such Party, unless, following such business combination, the holders of votingsecurities of such Party immediately prior to such business combination beneficially own directly orindirectly more than fifty percent ( 50 % ) of the then outstanding voting securities of the entity resulting fromsuch business combination ; or ( c ) the bona fide sale of all or substantially all the assets and business of aParty and its subsidiaries, taken as a whole, provided, that, such assets include the assets relating to thesubject matter of this Agreement