definiens: with respect to any Party means the occurrence of any of thefollowing events : ( i ) any ( as such term is used in Sections 13(d ) and 14(d ) of theSecurities Exchange Act of 1934, as amended ) is or becomes the ( asdefined in Rule 13d-3 under said Act ) of securities representing fifty percent ( 50 % ) ormore of the total voting power represented by such Party ’s then -outstanding votingsecurities ; or ( ii ) the consummation of ( A ) a merger or consolidation of such Party with anyother corporation, other than a merger or consolidation which would result in the votingsecurities of such Party outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into voting securities of thesurviving entity or the entity that controls such surviving entity ) at least fifty percent ( 50%)of the total voting power represented by the voting securities of such Party, such survivingentity or the entity that controls such Party or such surviving entity outstandingimmediately after such merger or consolidation, or ( iii ) the sale or disposition by suchParty, to a third party which is not an Affiliate of such Party, of all or substantially all suchParty ’s assets