definiens: means any of the following events : ( a ) the acquisition by any Person or group, other than a Personor group controlling such Party as of the Second Restatement Date, of ( as defined in Rule13d-3 under the United States Securities Exchange Act of 1934, as amended ), directly or indirectly, of fiftypercent ( 50 % ) or more of the shares of such Party ’s voting stock ; ( b ) the approval by the shareholders of suchParty of a merger, share exchange, reorganization, consolidation or similar transaction of such Party ( a ), other than a Transaction which would result in the voting stock of such Party outstandingimmediately prior thereto continuing to represent ( either by remaining outstanding or by being converted intovoting securities of the surviving entity ) more than fifty percent ( 50 % ) of the voting stock of such Party or suchsurviving entity immediately after such Transaction ; or ( c ) approval by the shareholders of such Party of acomplete liquidation of such Party or a sale or disposition of all or substantially all of the assets of such Party