definiens: means with respect to a Party, the occurrence of any of the following events : ( i ) theacquisition by any Third Party ( or a group of Third Parties acting in concert ), whether in a singletransaction or a series of transactions or directly or indirectly, of beneficial ownership of securities of suchParty representing more than fifty percent ( 50 % ) of the combined voting power of such Party ’s thenoutstanding securities entitled to vote generally in the election of directors ; ( ii ) the consummation of amerger or consolidation of such Party with a Third Party, other than a merger or consolidation which wouldresult in such Party ’s voting securities outstanding immediately prior thereto continuing to represent ( eitherby remaining outstanding or by being converted into voting securities of the surviving entity ) more thanfifty percent ( 50 % ) of the combined voting power of such Party ’s voting securities or such survivingentity ’s voting securities outstanding immediately after such merger or consolidation ; or ( iii ) the bona fidesale, lease, transfer, exclusive license or other disposition, whether in a single transaction or series ofrelated transactions, by such Party ( or its Affiliates ) of all or substantially all the assets of ( A ) such Partyand its subsidiaries taken as a whole or ( B ) such Party ’s subsidiaries, except in the case of both ( A ) and(B ) if such sale, lease, transfer, exclusive license or other disposition is to a majority owned ( direct orindirect ) subsidiary of such Party