definiens: means with respect to a Party : ( i)that a majority of the outstanding voting securities of such Party become beneficially owned directly orindirectly by any Third Party ( or group of Third Parties acting in concert ) that did not own a majority of thevoting securities of such Party as of the Effective Date ; ( ii)that the possession of the power to direct or cause the direction of the management and policies of suchParty, whether through ownership of the outstanding voting securities or by contract or otherwise, becomes vested in one or more individuals or entities that did not possess such power as of the EffectiveDate ; ( iii)that such Party consolidates with or merges into another corporation or entity, or any corporation or entityconsolidates with or merges into such Party, in either event pursuant to a transaction in which more thanfifty percent ( 50 % ) of the total voting power of the securities outstanding of the surviving entity normallyentitled to vote in elections of directors is not held by the individuals or entities holding at least fiftypercent ( 50 % ) of the outstanding securities of such entity preceding such consolidation or merger ; or ( iv)such Party conveys, transfers or leases all or substantially all of the assets of such Party to which thesubject matter of this Agreement relates to any Third Party