definiens: shall mean the occurrence, after the date hereof, of any of the following events : ( a ) theacquisition by a person, entity, or, within the meaning of Section 13(d)(3 ) of the Securities Exchange Act of 1934, asamended ( the ) of securities of a Party that results in such person, entity or group having beneficial ownership(within the meaning of Rule 13d-3 promulgated under the Exchange Act ) of fifty percent ( 50 % ) or more of either the thenoutstanding shares of common stock or the combined voting power of such Party ’s then outstanding voting securities entitledto vote generally in the election of directors or ; ( b ) approval by a Party ’s shareholders of a reorganization, merger orconsolidation, in each case, with respect to which persons who were such Party ’s shareholders immediately prior to suchreorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent ( 50 % ) of the combinedvoting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated thenoutstanding securities ; or ( c ) approval of the board of directors and, if required, a Party ’s shareholders of a liquidation or4 dissolution of such Party ( other than pursuant to the United States Bankruptcy Code ) or the sale of all or substantially all ofthe assets of such Party