definiens: of a Party shall mean if : ( i ) any third party acquires directly or indirectly the beneficial ownership of any voting security of such Party, or if the percentage ownership of such person or entity in the voting securities of such Party is increased through stock redemption, cancellation or other recapitalization, and immediately after such acquisition or increase such third party is, directly or indirectly, the beneficial owner of voting securities representing more than fifty percent ( 50 % ) of the t otal voting power of all of the then - outstanding voting securities of such Party, except in connection with any change in domicile or in an equity financing transaction ; ( ii ) a merger, consolidation, recapitalization, or reorganization of such Party is consummated, other than any such transaction which would result in stockholders or equity holders of such Party or an Affiliate of such Party immediately prior to such transaction owning at least fifty percent ( 50 % ) of the outstanding securities of the survi ving entity ( or its parent entity ) immediately following such transaction ; or ( iii ) an agreement for the sale or disposition by such Party of all or a substantial portion of such Party ’s assets, other than to an Affiliate