definiens: shall mean a transaction in which a Party ( or any direct or indirect shareholder(s ), unitholder(s ) or partner(s ) togetherholding ( directly or indirectly ) over fifty percent ( 50 % ) of the voting rights attached to the shares, units or partnership interests in a Party ): ( i ) sells, conveys or otherwise disposes of all or substantially all of the Party ’s ( or their indirect interest(s ) in the Party ’s ) property, assets or business ; or(ii ) merges or consolidates with any other entity ; or ( iii ) eﬀects any other transaction or series of transactions ; in each case of clause ( ii ) or ( iii),such that the ultimate direct or indirect shareholder(s ), unitholder(s ) or partner(s)of such Party immediately prior thereto, in aggregate, no longerown, directly or indirectly, beneﬁcially or legally, more than ﬁfty percent ( 50 % ) of the voting rights attached to the outstanding voting securities orcapital stock of the surviving entity following the closing of such merger, consolidation, other transaction or series of transactions . For theavoidance of doubt, shall not mean a transaction which, in the case of paragraph ( ii ) or ( iii ), results in a person owning, directly or indirectly, beneﬁcially or legally, more than ﬁfty percent ( 50 % ) of the voting rights attached to the outstanding voting securities orcapital stock of the surviving entity and where there is an agreement or arrangement between that person ( or any of its direct or indirectshareholders, unitholders or partners ) and the relevant Party ( or any of its direct or indirect shareholders, unitholders or partners ) to reverse theeﬀects of this transaction or to implement a further transaction so that the ultimate shareholders, unitholders or partners of the relevant Partyimmediately prior thereto will again own, directly or indirectly, beneﬁcially or legally, more than ﬁfty percent ( 50 % ) of the voting rights attached tothe outstanding voting shares, units or partnership interests of the relevant Party or surviving entity