definiens: : means ( i ) the acquisition, directly or indirectly, by any person, entity or ( within meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Secu rities Exchange Act of 1934, as amended ) by means o f a transaction or series of related transactions, of ( a ) beneficial ownership of fifty percent ( 50 % ) or m ore of the outstanding voting securities of a Party ( or the su rviving entity, as applicable, whether by merger, c onsolidation, reorganization, tender offer or other similar means ), or ( b ) all, or substantially all, of the assets of a Party ; or ( ii ) any consolidation or merger of a Party with or into any Third Party, or any other corporate reorganiza tion involving a Third Party, in which those persons or entities t hat are stockholders of the Party immediately prior to such consolidation, merger or reorganization ( or prior t o any series of related transactions leading up to such event ) own fifty ( 50 % ) or less of the surviving entity ’s votin g power immediately after such consolidation, merge r or reorganization