definiens: shall mean the occurre nce of one of the following events or circumstances with respect to a party to this Agreement : ( a ) as a result of a tender or ex change offer, open market purchases, privately negotiated purchases, consolid ation, merger or otherwise, any entity or individual becomes the beneficial own er, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, directly or indirectly, of fifty percent ( 50 % ) of the then outstanding voting shares or other equity interests of a party ; ( b ) in any share exchange, extrao rdinary dividend, acquisition, disposition or recapitalization ( or se ries of related transactions of such nature ), the holders of voting securities o f the respective party immediately prior thereto do not continue to benefi cially own voting securities or other equity interests representing at least a m ajority of the same ownership and voting interests of the total combined entity ( or any successor entity ) immediately thereafter ; ( c ) the party files a petition in bankruptcy, insolvency or similar law for the protection of all or a substant ial portion of its assets against creditors whether such filing is in a state or federal court and whether it is on a voluntary or involuntary basis, provided such filing or plan is not dismissed or vacated within thirty ( 30 ) days, or a plan of liquidation or dissolution of a party is submitted to and approved by the holders of voting securities of such party ; ( d ) the sale or disposition by a party ( in one transaction or a series of transactions ) of all or substantially a ll of such party 's assets ; * Certain information on this page has been omitted and filed separately with the Commission . Confidential treatment has been r equested with respect to the omitted portions