definiens: means, with respect to a Party, any of the following : ( a ) the sale or disposition of all orsubstantially all of the assets of such Party or its direct or indirect controlling Affiliate to a Third Party, other than to an entityof which more than fifty percent ( 50 % ) of the voting capital stock are owned after such sale or disposition by shareholders ofsuch Party or its direct or indirect controlling Affiliate ( in either case, whether directly or indirectly through any parententity ) ; or ( b ) ( i ) the acquisition by a Third Party, alone or together with any of its Affiliates, other than an employee benefitplan ( or related trust ) sponsored or maintained by such Party or any of its Affiliates, of more than fifty percent ( 50 % ) of theoutstanding shares of voting capital stock of such Party or its direct or indirect controlling Affiliate, or ( ii ) the acquisition, merger or consolidation of such Party or its direct or indirect controlling Affiliate with or into another Person, other than, inthe case of this clause ( b ), an acquisition or a merger or consolidation of such Person or its controlling Affiliate in which theholders of shares of voting capital stock of such Person or its controlling Affiliate, as the case may be, immediately prior tosuch acquisition, merger or consolidation will beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the sharesof voting capital stock of the acquiring Third Party or the surviving corporation in such acquisition, merger or consolidation, as the case may be, immediately after such acquisition, merger or consolidation