definiens: means, with respect to a Party ( a ) the acquisition of beneficial ownership, directly or indirectly, by any Third Party of securities or other voting interest of such Party representing a majorityor more of the combined voting power of such Party ’s then outstanding securities or other voting interests,(b ) any merger, reorganization, consolidation or business combination involving such Party with a Third Party thatresults in the holders of beneficial ownership ( other than by virtue of obtaining irrevocable proxies ) of the votingsecurities or other voting interests of such Party ( or, if applicable, the ultimate parent of such Party ) immediatelyprior to such merger, reorganization, consolidation or business combination ceasing to hold beneficial ownershipof 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 othertransfer ( in one transaction or a series of related transactions ) of all or substantially all of the assets of suchParty to which this Agreement relates to a Third Party, other than a sale or disposition of such assets to anAffiliate of such Party or ( d ) the approval of any plan or proposal for the liquidation or dissolution of such Party