definiens: means “ any of the following events : ( i ) any Third Party ( or group of Third Parties acting in concert or otherwise ) becomes the beneficial owner, directly or indirectly of, or otherwise obtains control, directly or indirectly of ( A ) a majority of the voting rights exercisable at shareholder meetings of a Party ; or ( B ) the right to appoint or remove directors by holding a majority of the voting rights exercisable at meetings of the board of directors of the Party ; or ( C ) the ability to direct or procure the di rection of the management and policies of the Party, whether through ownership or shares, contract or otherwise ; or ( ii ) the Party consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into the Party, in either event pursuant to a transaction in which : ( 1 ) the direct or indirect control of a majority of the voting rights exercisable at shareholder meetings of the surviving entity ; ( 2 ) the direct or indirect right to appoint or remove directors by holding a majority of the voting rights exercisable at meetings of the board of directors of the surviving entity ; or ( 3 ) the direct or indirect ability to direct or procure the direction of the management and policies of the survi ving entity, whether through the ownership of shares ; by contract or otherwise, in each case is not held by the Persons holding such control, right or ability ( as the case may be ) preceding such consolidation or merger ; or ( ii ) the Party conveys, leas es or transfers all or substantially all of its assets to any Third Party