definiens: means, with respect to a Party, ( a ) completion ofa merger, reorganization, amalgamation, arrangement, share exchange, consolidation, tender orexchange offer, private purchase, business combination, recapitalization or other transactioninvolving a Party as a result of which a Party is not the surviving entity or in which, if a Party is thesurviving entity, the stockholders of such Party immediately prior to the consummation of suchtransaction do not, immediately after consummation of such transaction, possess a majority of theoutstanding voting power and the power to elect a majority of the members of the board ofdirectors of the ultimate company or entity resulting from such transaction immediately afterconsummation thereof ( including a company or entity which as a result of such transaction ownsthe then - outstanding securities of a Party or all or substantially all of a Party 's assets, eitherdirectly or through one or more subsidiaries ) ; or ( b ) the sale or disposition to a Third Party of all orsubstantially all the assets of a Party ( determined on a consolidated basis )