definiens: means with respect to a specified Party : ( a ) the acquisition, directly or indirectly, by a Person or ( whether in a single transaction or multipletransactions ) of more than 50 % of the voting power of such Party or of beneficial ownership of ( orthe right to acquire such beneficial ownership ) of more than 50 % of the outstanding equity orconvertible securities of such Party ( including by tender offer or exchange offer ) ; ( b ) any merger, consolidation, share exchange, business combination, recapitalization, the sale of substantiallyall of assets of, or similar corporate transaction involving such Party ( whether or not including oneor more wholly owned subsidiaries of such Party ), other than : ( i ) transactions involving solelysuch Party and/or one or more Affiliates, on the one hand, and one or more of such Party’sAffiliates, on the other hand, and/or ( ii ) transactions in which the stockholders of such Partyimmediately prior to such transaction hold at least 50 % of the voting power of the survivingcompany or ultimate parent company of the surviving company ; or ( c ) the adoption of a planrelating to the liquidation or dissolution of such Party