definiens: means ( i ) the liquidation or dissolution of a Party or thesale or other transfer by a Party ( excluding transfers to Affiliates ) of all or substantially all of itsassets ; or ( ii ) the occurrence of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of assets or other transaction, as aresult of which any Person or group of Persons ( a ) becomes the beneficial owner, directly orindirectly, of securities of a Party representing more than fifty percent ( 50 % ) of the votingsecurities of such Party or representing more than fifty percent ( 50 % ) of the combined votingpower with respect to the election of directors ( or members of any other governing body ) of suchParty 's then outstanding securities, or ( b ) obtains the ability to appoint a majority of the Board ofDirectors ( or other goveniing body ) of a Party, or obtains the ability to direct the operations ormanagement of a Party or any successor to the business of a Party . For purposes of thisConfidential Treatment Requested by [COMPANY] Pharmaceuticals, Inc