definiens: of a Party means any of the following, in a singletransaction or a series of related transactions : ( a ) the sale or disposition of all or substantially allof the assets of such Party to a Third Party, ( b ) the direct or indirect acquisition by a Third Party(other than an employee benefit plan ( or related trust ) sponsored or maintained by such Party orany of its Affiliates ) of beneficial ownership of more than [ * * ] percent ( [ * * ] % ) of the then - outstanding common shares or voting power of such Party or any direct or indirect entity whichholds, directly or indirectly, beneficial ownership of more than [ * * ] percent ( [ * * ] % ) of the then - outstanding common shares or voting power of such Party ( a ), or ( c ) the merger orconsolidation of such Party or any Parent Entity with or into a Third Party, unless, following suchmerger or consolidation, the stockholders of such Party or Parent Entity immediately prior to suchmerger or consolidation beneficially own directly or indirectly more than [ * * ] percent ( [ * * ] % ) of thethen - outstanding common shares or voting power of the entity resulting from such merger orconsolidation