definiens: shall mean, with respect to a Party, the occurren ce of any of the following events : ( 1 ) the sale, transfer, conveyance or other disposition of all or a majority of the assets of the Party and its Affi liates to a Third Party ; or ( 2)(A ) the acquisition of beneficial owne rship, directly or indirectly, by any person or gro up ( within the meaning of the Securities Exchange Act of 1934 and the rules of the U.S. Securities and Exchange Commi ssion thereunder as in effect on the Effective Date ), of common shares or other equity interest representing more than fifty percent ( 50 % ) of the aggregate ordinary votin g power represented by the issued and outstanding c ommon shares or other equity interests of such Party ; or ( B ) a merger, reorganization or consolidation invol ving such Party in which the stockholders of the Party, immed iately prior to the merger, reorganization or conso lidation, would not, immediately after the merger, reorganiza tion or consolidation, beneficially own, directly o r indirectly, shares representing in the aggregate more than fift y percent ( 50 % ) of the combined ordinary voting pow er of the resulting ultimate parent company ; provided that in the case of clause ( 2 ) above, a Change of Control shall not be deemed to have occurred if : ( X ) atleast [ * * * ] or ( Y ) at least fifty percent ( 50 % ) of seats on the b oard of directors of the resulting ultimate parent company are occupied by members of the board of directors o f the ultimate parent company of such Party prior to such transaction