definiens: means, with respect to a Party : ( a)the acquisition by any individual, Entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ) who or which constitute(s ) a Third Party ( a ) of beneficial ownership ( within the mea ning of Rule 13d -3 promulgated under the Securities Exchange Act of 1934, as amended ) of fifty percent ( 50 % ) or more of the combined voting power of the then -outstanding voting securities of such Party entitled to vote generally in the election of director s of such Party ( the ) ; provided, however, that for the purposes of this sub -section ( a ), the following acquisitions of securities of such Party shall not constitute a Change of Control of such Party, notwithstanding that any such acquisition would constitute a Change of Control of such Party in the absence of this proviso : ( x ) any acquisition by any employee benefit plan ( or related trust ) sponsored or maintained by such Party or any Affiliate of such Party or ( y ) any acquisi tion by a Specified Person pursuant to a transaction which complies with subsection ( b ) of this definition ; ( b)the consummation of any acquisition, merger or consolidation of such Party by any Third Party ( a ), unless imme diately following such Business Combination Transaction, the Persons who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination Transaction beneficially own, directly or indirectly, fifty percent ( 50 % ) or more of the combined voting power of the then -outstanding voting securities entitled to vote generally in the election of directors of the corporation or other Entity resulting from such Business Combination Transaction ( including a corporation or oth er Entity which as a result of such transaction owns the then -outstanding securities of such Party or all or substantially all of such Party ’s assets either directly or through one or more subsidiaries ) ; or ( c)such Party or any of its Affiliates sells or t ransfers to any Specified Person(s ) in one or more related transactions properties or assets representing all or substantially all of such Party ’s business or assets to which the subject matter of this Agreement relates at the time of such sale or transfer