definiens: means with respect to a specified Party : ( a ) the acquisition, directly or indirectly, by a Person or ( whether in a si ngle transaction or multiple transactions ) of more than 50 % of the voting power of such Party or of beneficial ownersh ip of ( or the right to acquire such beneficial owne rship ) of more than 50 % of the outstanding equity or convertible s ecurities of such Party ( including by tender offer or exchange offer ) ; ( b ) any merger, consolidation, share exchan ge, business combination, recapitalization, the sal e of substantially all of assets of, or similar corporat e transaction involving such Party ( whether or not including one or more wholly owned subsidiaries of such Party ), othe r than : ( i ) transactions involving solely such Part y and/or one or more Affiliates, on the one hand, and one or mor e of such Party ’s 3 * * * Confidential Treatment Requested Affiliates, on the other hand, and/or ( ii ) transact ions in which the stockholders of such Party immedi ately prior to such transaction hold at least 50 % of the voting power of the surviving company or ultimate parent company of the surviving company ; or ( c ) the adoption of a plan relating to the liquidation or dissolution of such Party