definiens: . Change of Control shall mean any of the following : ( a ) the sale or disposition of all or substantiaUy aU of the assets of a Party to a Third Party, ( b ) the acquisition by a Third Party, other than an employee benefit plan ( or related trust ) ~~~ore(\ or maintained by a Party or any of its Affiliates, of more than MY.m ~ r£ ® t I."===l of such Party 's outstanding shares of voting capital stock, or ( c ) the merger or consolidation of a Party with or into another corporation, other than, in the case of ( b ) or ( c ) of this Section, an acquisition or a merger or consolidation of a Party in which holders of shares of such Party 's voting capital stock immediately prior to the acquisition, merger or consolidation will have at least lttiit.d:>.eroeIitlS'I il@.-)!r***lofthe ownership of voting capital stock of the acquiring Third Party or the surviving corporation in such merger or consolidation, as the case may be, immediately after the merger or consolidation