definiens: as to a PARTY shall mean that : ( i ) any person or entity acquires, directly or indirectly, the beneficial ownership of any voting security of such PARTY or the percentage ownership of a 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 person or entity is, directly or indirectly, the beneficial owner of voting securities representing fifty percent ( 500/0 ) or more of the total voting power of the then - outstanding voting securities of such PARTY ; ( ii ) the stockholders or equity holders of such PARTY shall approve a merger, consolidation, recapitalization, or reorganization of such PARTY, a reverse stock split of outstanding voting securities ( or consummation of any such transaction if stockholder or equity holder approval is not obtained ), other than any such transaction which would result in stockholders or equity holders of such PARTY immediately prior to such transaction owning at least 50 % of the outstanding securities of the surviving entity in such transaction immediately following such transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction ; or ( iii ) the stockholders or equity holders of such PARTY shall approve a plan of complete liquidation of the PARTY or an agreement for the sale or disposition by the PARTY of all or substantially all of that portion of the PARTY 's assi3ts that bears on or is required for performance under this AGREEMENT