definiens: means, with respect to a Party ( a ) the acquisition of beneﬁcial ownership, directly or indirectly, 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 of the combined voting power of suchParty ’s then outstanding securities or other voting interests, ( b ) any merger, reorganization, consolidation or businesscombination 4Execution Version involving such Party with a Third Party that results in the holders of beneﬁcial ownership ( other than by virtue of obtainingirrevocable proxies ) of the voting securities or other voting interests of such Party ( or, if applicable, the ultimate parent ofsuch Party ) immediately prior to such merger, reorganization, consolidation or business combination ceasing to holdbeneﬁcial ownership of at least ﬁfty percent ( 50 % ) of the combined voting power of the surviving entity immediately aftersuch 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 such Party to whichthis Agreement relates, other than a sale or disposition of such assets to an Aﬃliate of such Party or ( d ) the approval ofany plan or proposal for the liquidation or dissolution of such Party ( other than in circumstances where such Party isdeemed a Debtor pursuant to Section 14.9 )