definiens: means : 1.14.1 the acquisition by any Person or group of Persons of beneficial ownership of any capi tal stock or securi ti es of a Party or any di rect or i n di rect paren t of a Party if, after such acquisition, such Person or group of Persons would be the beneficial owner, directly or indirectly, of securities of a Party or any direct or indirect 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 direct t h e m a n a g e m e n t o r p o l i c i e s o f a P a r t y ) o f t h e c o m b i n e d v o t i n g p o w e r o f a Party ’s or such direct or indirect parent ’s then outstanding securities entitled to vote generally in the election of directors ; 1.14.2 t h e c on s um m a t i on by a P a rty or a ny di re c t or i n di re c t pa re n t of a P a rty of a consolidation, amalgamation, merger, reorganization or arrangement with any P e r s o n o r g r o u p, i f t h e P e r s o n s w h o w e r e n o t s h a r e h o l d e r s o f s u c h P a r t y o r such direct or indirect parent of such Party immediately prior to such consolidation, amalgamation, merger, reorganization or arrangement own immediately after such consolidation, amalgamation, 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 Party ) of ( i ) the continuing or surviving entity or ( ii ) any direct or indirect parent of such continuing or surviving entity ; or 1.14.3 the sale, assignment, spin - off, divestiture 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 obligations of such Party under this Agreement