definiens: means ( i ) the liquidation or dissolution of a Par ty or the sale or other transfer by a Party ( excluding transfers to subsidiaries ) of all or substantially all of its assets ; or ( ii ) th e occurrence of a tender offer, stock purchase, other stock acquisiti on, merger, consolidation, recapitalization, revers e split, sale or transfer of assets or other transaction, as a resul t of which any person, entity or group ( a ) becomes the beneficial owner, directly or indirectly, of securities of a P arty representing more than 50 % of the ordinary sha res of such Party or representing more than 50 % of the combined voting power with respect to the election of direc tors ( or members of any other governing body ) of such Party ’ s then outstanding securities, or ( b ) obtains the a bility to appoint a majority of the Board of Directors ( or ot her governing body ) of a Party, or obtains the abil ity to direct the operations or management of a Party or any succ essor to the business of a Party ; provided, however, that for purposes of this definition, the term in t he case of Distributor, shall be deemed to mean Dis tributor and/or Scion Companies, LLC, the corporate parent o f Distributor