definiens: means, with respect to a Party, any of the follow ing events : ( i ) the acquisition by any person or group or entity that i s a Third Party of ( as hereinafter defined ) directly or indirectly, of mor e than fifty percent ( 50 % ) of the shares of the Party ’s capital stock or other voting securities th en outstanding the holders of which have genera voting power under ordinary circumstances to elect at least a majority of the Party ’s board of directors or equivalent body ( the ) ; ( ii ) the approval by the shareholders of the Party of a merger, share exchan ge, reorganization, consolidation or other similar transaction of the Party with a Third Party and the consummation of such transaction ( a ), other than a Transaction which would result in the beneficial owners of Voting Stock of the Party immediately prior thereto continuing to beneficially own ( either by such Voting Stock remaining outstanding or being co nverted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of the Voting Stock of the Party or such surviving entity immediately after such Transaction : or ( iii ) the approval by the shareholders of the Party of a complete liquidation or dissolution of the Party or a sale or disposition of all or substantially all of the assets of the Party to a T hird Party and the consummation of such transaction . For the purpose of this definition, means ownership of a security by any person or group or entity who, dire ctly or indirectly, through any contract, arrangement, understanding, relationship, or otherw ise has or shares : ( X ) voting power which includes the power to vote, or to direct the voting of, such security ; and/or ( Y ) investment power which includes the power to dispose or to dir ect the disposition of, such security . Such Third Party or group of Third Parties, and its and/ or their respective Affiliates ( other than the Party and its Affiliates at the time of the Change of Control of the Party ), are hereinafter referred to as the