definiens: means, with respect to a Party ( a ) the acquisition of beneficial ownership, directly or indirectly, by any Person(other than such Party or an Affiliate of such Party, and other than by virtue of obtaining irrevocable proxies ) of securities or other votinginterest of such Party representing of the combined voting power of such Party ’s then outstanding securities or other voting interests, ( b ) anymerger, reorganization, consolidation or business combination involving such Party with a Third Party that results in the holders of beneficialownership ( other than by virtue of obtaining irrevocable proxies ) of the voting securities or other voting interests of such Party ( or, if applicable, the ultimate parent of such Party ) immediately prior to such merger, reorganization, consolidation or business combination ceasing to holdbeneficial ownership of at least 50 % of the combined voting power of the surviving entity immediately after such merger, reorganization, consolidation or business combination, ( c ) any sale, lease, exchange, contribution or other transfer ( in one transaction or a series of relatedtransactions ) of all or substantially all of the assets of such Party to which this Agreement relates, other than a sale or disposition of suchassets to an Affiliate of such Party or ( d ) the approval of any plan or proposal for the liquidation or dissolution of such Party ( other than incircumstances where such Party is deemed a Debtor pursuant to Section 13.7 )