definiens: means : ( a ) the acquisition by any Person or gr oup of Persons of beneficial ownership of any capital stock of a Part y or any direct or indirect parent of a Party if, after such acquisiti on, such Person or group of Persons would be the beneficial owner, directly or indirectly, of securities of a Party or any direct or in direct parent of a Party representing more than fifty percent ( 50 % ) ( or such lower percentage which is the maximum percentage ownership permitted by law for a foreign investor where such foreign investor has the power to dir ect the management or policies of a Party ) of the combined voting power of a Party ’s or such direct or indirect parent ’s then ou tstanding securities entitled to vote generally in the election of directors ; ( b ) the consummation by a Party or any direct or indirect parent of a Party of a consolidation, amalgamation, merger, reorganization or arrangement with any Person or group, if the Pers ons who were not shareholders of such Party or such direct or indire ct parent of such Party immediately prior to such consolidation, amal gamation, merger, reorganization or arrangement own immediately after such consolidation, amalgamation, -4- [COMPANY] Pharmaceuticals Ltd / Supply, Distribution and Licen sing Agreement / Projet / Distribu tion_Agreement v.19 ( Redacted ) merger, reorganization or arrangement more than fifty percent ( 50 % ) ( or such lower percentage which is the maximum percentage ownership permitted by law for a foreign investor where such foreign investor has the power to direct the management or policies of a Pa rty ) of ( i ) the continuing or surviving entity ; or ( ii ) any direct or indirect parent of such continuing or surviving entity ; or ( c ) the sale, assignment, spin - off, divestitu re or other transfer by a Party or any of its Affiliates to any Person other than to an Affiliate of all or substantially all of the assets or business of a Party or any of its Affiliates involved in performing any of the ob ligations of such Party under this Agreement