definiens: means any one o r more of the following events : ( 1 ) the completion of one or more transactions by which any person or entity other than a Party becomes the beneficial owner of more than 50 % of the voting power of any Signatory ’s securities ; or ( 2 ) any merger or consolidat ion of a Signatory with any person or entity other than a Party, in which the Signatory is not the continuing or surviving company ; or ( 3 ) the shareholders of a Signatory approve any plan or proposal for the liquidation or dissolution of the Signatory wher eby any person or entity other than a Party acquires or controls substantially all of the assets of the Signatory being dissolved or liquidated ; or ( 4 ) substantially all of the assets of a Signatory are sold or otherwise transferred to a person or entity t hat is not within a ( as defined in Section 1563 of the Internal Revenue Code ) of a Signatory as of the Effective Date