definiens: means, with respect to a Party, any of the following events : ( i ) the acquisition by any perso n or group or entity that is a Third Party of ( as hereinafter defined ) directly or indirectly, of more than fifty percent ( 50 % ) of the shares of the Party ’s capital stock or other voting securities then outstanding, the holders of which have general voti ng power under ordinary circumstances to elect at least a majority of the Party ’s board o f directors or other principal management body ( the ) ; ( ii ) the approval by the shareholders of the Party of a merger, share exchange, reorganization, consolidation or ot her similar transaction of the Party with a Third Party and the consummation of such transact ion ( a ), other than a Transaction which would result in the beneficial ow ners of Voting Stock of the Party immediately prior thereto continuing to beneficiall y own ( either by such Voting Stock remaining outstanding or being converted into votin g securities of the surviving entity ) more than fifty percent ( 50 % ) of the Voting Stock o f the Party or such surviving entity immediately after such Transaction ; or ( iii ) the ap proval by the shareholders of the Party of a complete liquidation or dissolution of the Par ty or a sale or disposition of all [ * * * ] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission