definiens: means, with respect to any person or entity, any other person or entity which controls, is controlled by, oris under common control with, such person or entity . For purposes of this Agreement, a person or entity shall be deemed tocontrol an entity if it owns or controls, directly or indirectly, at least fifty percent ( 50 % ) of the equity securities of the subjectentity entitled to vote in the election of directors ( or, in the case of an entity that is not a corporation, for the election of thecorresponding managing authority ), or otherwise has the power to direct the management and policies of such other entity.1.3 means, with respect to a Party, ( a ) a merger or consolidation of such Party with a Third Partywhich results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at least fiftypercent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger or consolidation, or ( b ) atransaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner offifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of such Party, or ( c ) the sale or othertransfer to a Third Party of all or substantially all of such Party ’s business to which the subject matter of this Agreementrelates