definiens: means with respect to a Party ( i ) the acquisition of beneficial ownership, directly or indirectly, by any Third Party of securities or other voting interests of such Party representing fifty percent ( 50 % ) or more of the combined voting power of such Party ’s then outstanding securities or other voting interests ; ( ii ) any merger, reorganization, consolidation or business combination involving such Party with a Third Party that results in the holders of beneficial ownership of the voting securities or other voting 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 ; or ( iii ) any sale, lease, exchange, c ontribution or other transfer ( in one transaction or a series of related transactions ) of all or substantially all of the assets of such Party to which this Agreement relates, other than a sale or disposition of such assets to an Affiliate of such Party