definiens: means, with respect to a Party, any of the following : ( a ) the sale or disposition of all or substantially all of the assets of such Party or its direct or indirect con trolling Affiliate to a Third Party, other than to a Person of which more than fifty percent ( 50 % ) of the voting capital stock are owned after such sale or disposition by the Persons that were shareholders of such Party or its direct or indirect controllin g Affiliate ( in either case, whether directly or indirectly through any other Person ) immediately prior to such transaction ; or ( b ) ( i ) the acquisition by a Third Party, alone or together with any of its Affiliates, other than an employee benefit plan ( or related trust ) sponsored or maintained by such Party or any of its Affiliates, of more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock of such Party or its direct or indirect controlling Affiliate, or ( ii ) the acquisition, merger or consolidation of such Party or its direct or indirect controlling Affiliate with or into another Person, other than, in the case of this clause ( b ), an acquisition or a merger or consolidation of such Party or its controlling Affiliate in which the hol ders of shares of voting capital stock of such Party or its controlling Affiliate, as the case may be, immediately prior to such acquisition, merger or consolidation will beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the shares of voting capital stock of the acquiring Third Party or the surviving corporation in such acquisition, merger or consolidation, as the case may be, immediately after such acquisition, merger or consolidation