definiens: means, with respect to a party, an event in which : ( i ) Any Person or group ( as such term is defined in the Securities Exchange Act of 1934, as amended ) ( other than one or more Affiliate ( s ) of such party that were Affiliates immediately prior to such event ( any such Affiliate with respect to such party, an ), acquires beneficial ownership of securities of such party or any Affiliate thereof that directly, or indirectly through one or more intermediaries, Controls such patiy ( any such Affiliate with respect to such Party, a ) representing more than fifty percent ( 50 % ) of the voting power of the then outstanding securities of such party or its Controlling Entity, if any, with respect to the election of directors of such party or its Controlling Entity, if any ; ( ii ) Such party or its Controlling Entity, if anY, enters into a merger, consolidation or similar transaction with another Person ( other than an Existing Affiliate of such party ) in which such party or Controlling Entity is not the surviving entity in such transaction ; ( iii ) Such party or its Controlling Entity, if any, enters into a merger, consolidation or similar transaction with another Person ( other than an Existing Affiliate of such party ) in which such party or Controlling Entity, as applicable, is the surviving entity in such transaction but ( A ) the members of the Board of Directors of such party or Controlling Entity, as applicable, immediately prior to such transaction constitute less than one half of the members of the Board of Directors of such party or Controlling Entity, as applicable, following such transaction or ( B ) . the Persons who benefiyially owned the outstariding voting securities of such party or Controlling Entity, as applicable, immediately prior to such transaction cease to beneficially own securities of such party or Controlling Entity, as applicable, representing more than fifty percent ( 50 % ) of the voting power of the then outstanding securities of such party or Controlling Entity, as applicable, with respect to the election of directors immediately after such transaction in substantially the same proportions as their ownership of securities of such party or Controlling Entity, as applicable, immediately prior to such transaction ; ( iv ) Such party or its Controlling Entity, if any, sells or transfers to any Person(s ) ( other than Existing Affiliate(s ) of such party ) in one or more related transactions, properties or assets ( A ) representing more than fifty percent ( 50 % ) of such party 's or Controlling Entity 's, as applicable, consolidated total assets as reflectedon its most recent Annual Report on Form lO - K or Quarterly Report on Form 10 - Q or ( B ) from which more than fifty percent ( 50 % ) of such party 's or Controlling Entity 's, as applicable, consolidated operating income for its most recent fiscal year as reflected on its most recent Annual Report on Form 10 - K was derived ; or ( v ) Such party or its Controlling Entity, if any, fails to maintain its corporate existence or liquidates ( unless, in connection with the foregoing, the assets of such party or Controlling Entity, as applicable, are acquired by an Existing Affiliate of such party and the liabilities of such party or Controlling Entity are assumed by an Existing Affiliate of such party )