definiens: with respect to a Party means ( a ) a merger, tender offer, share exchange, reorganization, consolidation or other transaction between such Party and a Third Party, in which the direct or indirect beneficial owners ofthe voting securities of such Party immediately prior to such transaction would hold 50 % or less of the voting securities orother voting interests of the surviving or resulting entity immediately after such transaction ( in either case, whether directlyor indirectly through any parent entity ), or ( b ) any sale or other disposition of all or substantially all of the assets of suchParty to a Third Party, other than such a sale or other disposition of all or substantially all of such assets of such Party to anentity of which more than 50 % of the voting securities or other voting interests of such entity are beneficially owned aftersuch sale or disposition by shareholders of such Party ( in either case, whether directly or indirectly through any parent entity )