definiens: shall mean a transaction in which a Party ( or any direct or indirect shareholder(s ), unitholder(s ) or partner(s ) together holding ( directly or indirectly ) over fifty percent ( 50 % ) of the voting rights attached to the shares, units or partnership interests in a Party ): ( i ) sells, conveys or otherwise disposes of all or substantially all of the Party ’s ( or their indirect interest(s ) in the Party ’s ) property, assets or business ; or ( ii ) merges or consolidates with any other entity ; or ( iii ) effects any other transaction or series of transactions ; in each case of clause ( ii ) or ( iii ), such that the ultimate direct or indirect shareholder(s ), unitholder(s ) or partner(s)of such Party immediately prior thereto, in aggregate, no longer own, directly or indirectly, beneficially or legally, either ( a ) more than fifty percent ( 50 % ) or ( b ) in the case of an initial public offering on a Recognized Stock Exchange, more than thirty percent ( 30 % ), of the voting rights attached to the outstanding voting securities or capital stock of the surviving entity following the closing of such merger, consolidation, other transaction or series of transactions . For the avoidance of doubt, shall not mean a transaction which, in the case of paragraph ( ii ) or ( iii ), results in a person owning, directly or indirectly, beneficially or legally, more than fifty percent ( 50 % ) of the voting rights attached to the outstanding voting securities or capital stock of the surviving entity and where there is an agreement or arrangeme nt between that person ( or any of its direct or indirect shareholders, unitholders or partners ) and the relevant Party ( or any of its direct or indirect shareholders, unitholders or partners ) to reverse the effects of this transaction or to implement a fur ther transaction so that the ultimate shareholders, unitholders or partners of the relevant Party immediately prior thereto will again own, directly or indirectly, beneficially or legally, more than fifty percent ( 50 % ) of the voting rights attached to the outstanding voting shares, units or partnership interests of the relevant Party or surviving entity