definiens: means : ( a ) the acquisition by any person or group ( within the meaning of Sections 13(d)(3 ) or 14(d)(2 ) of th e Securities Exchange Ac t of 1934 ) ( other than any trustee or other fiduciary hold ing securities under an employee benefit plan of a Party or any entity controlled by a Part y ) of beneficial ownership of any capital stock of a Part y or any direct or indirect parent of a Party, if after such acquisition, such person or group would be the ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934 ), directly or indi rectly, of securities of a Party or any direct or indirect parent of a Party representing more than fifty percent ( 50 % ) of the comb ined voting power of a Pa rty ’s or such direct or indirect parent ’s then outstanding securities en titled to vote generally in the election of directors ; ( b ) the consummation by a Party or any direct or indirect parent of a Party of a consolidation, amalgamation, merger, reorganization or arrangement with any Person or group, if the Persons who were not shareholders of such Party or such direct or indire ct parent of such Party immediately prior to such consolidation, amal gamation, merger, reorganization or arrangement own immediately after such consolidation, amalgamation, merger, reorganization or arrangement more than fifty percent ( 50 % ) of ( i ) the continuing or surviving entity or ( ii ) any direct or indirect parent of such continuing or surviving entity ; or ( c ) sale, assignment, spin - off, divestiture or other transfer by a Party or any of its Affiliates to any Person other than to an Affiliate of all or substantially all of the assets or business of a Party or any of its Affiliates involved in performing any of the ob ligations of such Party under this Agreement