definiens: means, with respect to either Party, an y of the following : ( a ) the sale or disposition of all or substantially all of the assets of such Party or its direct or indirect parent corporation to a third party, ( b ) the acquisition by a third party which constitutes one person, as such term is used i n Section 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended ( the ), together with any such person ’s or as such terms are defined in the Exchange Act, other than an employee benefit plan ( or related trust ) sponsored or maintained by such party or any of its Affiliates, of more than 50 % of the outstanding shares of voting capital stock of such party or its direct or indirect parent corporation, or ( c ) the merger or consolidation of such party or its di rect or indirect parent corporation with or into another corporation, other than, in the case of this clause ( c ), an acquisition or a merger or consolidation of such party or its direct or indirect parent corporation in which holders of shares of the votin g capital stock of such party or its direct or indirect parent corporation, as the case may be, immediately prior to the acquisition, merger or consolidation will have at least fifty percent ( 50 % ) of the ownership of voting capital stock of the acquiring t hird party or the surviving corporation in such merger or consolidation, as the case may be, immediately after the merger or consolidation