definiens: of a Party means that any of the following has occurred : ( a ) any Person or group that is a * * * becomes the beneficial owner, directly or indirectly, of * * * ormore of the outstanding Voting Stock or voting power over Voting Stock of ( i ) such Party or ( ii ) any one or more Persons thatcontrols such Party ( such Party, together with the Persons described in clause ( ii ), each hereinafter referred to, individually, asa and, collectively, as the ) ; or ( b ) the sale or disposition of all or substantially all of the assets of the Group Companies, on aconsolidated basis ; or ( c ) a merger, reorganization, consolidation or other similar transaction ( or series of relatedtransactions ) of any Group Company with any Person or any Affiliate of such Person, in each case, that is a * * * ( other thanwith any of the Group Company ’s wholly - owned subsidiaries ) or with a group that contains a * * *, that results in theshareholders of the applicable Group Company immediately before the occurrence of such transaction ( or series of relatedtransactions ) beneficially owning immediately after such transaction * * * of the outstanding Voting Stock or voting powerover Voting Stock of the surviving or newly - created entity in such transaction ( or series of related transactions ) ; or ( d ) a change in the board of directors of any Group Company in which the individuals who constitutedthe board of directors of such Group Company at the beginning of the * * * period immediately preceding such change(together with any other director whose election by the board of directors of such Group Company or whose nomination forelection by the stockholders of such Group Company was approved by a vote of * * * the directors then in office either whowere directors at the beginning of such period or whose election or nomination for election was previously so approved(either by a specific 3 * * * Confidential material redacted and filed separately with the Commission