definiens: means, with respect to a Party ( a ) the acquisition of beneficial ownership, directly orindirectly, by any Person ( other than such Party or an Affiliate of such Party, and other than by virtue of obtainingirrevocable proxies ) of securities or other voting interest of such Party representing a majority or more of thecombined 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 that results in theholders of beneficial ownership ( other than by virtue of obtaining irrevocable proxies ) of the voting securities or othervoting 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 hold beneficial ownership of at least fifty percent(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 transactionor a series of related transactions ) of all or substantially all of the assets of such Party to which this Agreementrelates, other than a sale or disposition of such assets to an Affiliate of such Party or ( d ) the approval of any plan orproposal for the liquidation or dissolution of such Party ( other than in circumstances where such Party is deemed aDebtor pursuant to Section 9.8 )