definiens: shall mean, with respect to a Party, any of the following transactions : ( i ) the sale or other transferto, or acquisition by, any Person of securities possessing more than fifty percent ( 50 % ) of the total combined voting power ofsuch Party ’s outstanding securities ; ( ii ) the sale or other transfer of all or substantially all of the assets of such Party in one ormore related transactions to any Person who on the Effective Date hereof is not an majority - owned affiliate of such Party, whether by sale, exchange, merger, consolidation or reorganization ; ( iii ) a merger or consolidation ( or series of relatedtransactions culminating in a merger or consolidation ) ( a ) in which such Party is not the surviving entity, except for atransaction ( x ) the sole purpose of which is to change its state of domicile or ( y ) in which the Person(s ) holding such Party’soutstanding securities prior to the consummation of the transaction possess more than fifty percent ( 50 % ) of the totalcombined voting power of the voting securities in the surviving entity, or ( b ) in which such Party is the surviving entity but inwhich securities possessing more than fifty percent ( 50 % ) of the total combined voting power of its outstanding securities aretransferred to a Person or Persons different from those who held such securities immediately prior to such event ; or ( iv ) thevoluntary or involuntary dissolution or liquidation of such Party