definiens: means, with respect to a Party, any of the following events : ( i ) any corporation or other entity isor becomes the ( as such term is used in sections 12(d ) and 13(d ) of the Securities Exchange Act of 1934, asamended, except that a corporation or other entity shall be deemed to have of all shares that any suchcorporation or other entity has the right to acquire, whether such right may be exercised immediately or only after the passage oftime ), of a majority of the total voting power represented by all classes of capital stock then outstanding of such Party normallyentitled to vote in elections of directors of the Party ; ( ii ) such Party consolidates with or merges into another corporation or entity, orany corporation or entity consolidates with or merges into such Party, other than ( A ) a merger or consolidation which would result inthe voting securities of such Party outstanding immediately prior to such merger or consolidation continuing to represent ( either byremaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof ) a majority of thecombined voting power of the voting securities of such Party or such surviving entity or any parent thereof outstandingimmediately after such merger or consolidation, or ( B ) a merger or consolidation effected to implement a recapitalization of suchParty ( or similar transaction ) in which no corporation or other entity becomes the beneficial owner, directly or indirectly, of votingsecurities of such Party representing a majority of the combined voting power of such Party ’s then outstanding securities ; or(iii ) such Party conveys, transfers or leases all or substantially all of its assets to any corporation or other entity other than a wholly - owned subsidiary of such Party in one or more related transactions