definiens: shall mean the occurrence of any of the following events : ( a ) A Party is merged, consolidated, or reorganized into or with a nother corporation or other legal person, and as a result of such merger, consolidation or reorganization less t han fifty percent ( 50 % ) of the combined voting powe r of the then - outstanding voting stock of the surviving and controlling corporation or person immediately after such transaction are held in the aggregate by the holder s of voting stock of such Party immediately prior t o such transaction ; ( b ) A Party sells or otherwise transfe rs all or substantially all of its assets to anothe r corporation or other legal person, and immediately after such sale or transfer less than fifty percent ( 50 % ) of the c ombined voting power of the then - outstanding voting stock o f such corporation or person is held in the aggrega te by the holders of voting stock of such Party immediately p rior to such transaction ; ( c ) Any person becomes th e beneficial owner of securities representing fifty p ercent ( 50 % ) or more of the combined voting power o f the then - outstanding voting stock of a Party ; or ( d ) A Party files a report or proxy statement with the Se curities and Exchange Commission disclosing in response to Item 1 of Form 8 - K or Schedule 14A ( or any successor schedule, form or report or item therein ) that a ch ange in control of a Party has occurred or will occ ur in the future pursuant to any then - existing contract or tr ansaction .