definiens: of a Party means any of the following, in a single transaction or a series of related transactions : ( a ) the sale or dis position of all or substantially all of the assets of such Party to a Third Party, ( b ) the direct or indirect acquisition by a Third Party ( other than an employee benefit p lan ( or related trust ) sponsored or maintained by such Part y or any of its Affiliates ) of beneficial ownership of more than fifty percent ( 50 % ) of the then - outstanding common shares or voting power of such Party or any direct or indirect entity which holds, directly or indirectly, beneficial ownership of more than fifty percent ( 50 % ) of the then - outstanding common shares or voting power of s uch Party ( a ), or ( c ) the merger or consolidation of such Party or any Parent Entity wi th or into a Third Party, unless, following such me rger or consolidation, the stockholders of such Party or Pa rent Entity immediately prior to such merger or con solidation beneficially own directly or indirectly more than f ifty percent ( 50 % ) of the then - outstanding common s hares or voting power of the entity resulting from such merg er or consolidation