definiens: means, with respect to a Party, ( a ) a merger involving such Party and an acquiring entity, in which theshareholders of such Party immediately prior to such merger cease to control such Party after such merger ; ( b ) saleof all or substantially all of the assets of such Party to an acquiring entity ; or ( c ) sale of a controlling interest of suchParty or any Person controlling such Party to an acquiring entity . For purposes of the definition of Acquisition, means ( a ) direct or indirect beneficial ownership of at least fifty percent ( 50 % ) ( or such lesser percentage thatis the maximum allowed to be owned by a foreign corporation in a particular jurisdiction ) of the voting share capital insuch entity or ( b ) to possess, directly or indirectly, the affirmative power to direct the management and policies ofsuch person, corporation or other entity, whether through ownership of voting securities or by contract relating tovoting rights or corporate governance