definiens: means with respect to a specified party : ( a ) theacquisition, directly or indirectly, by a Person or ( whether in a singletransaction or multiple transactions ) of more than 50 % of the voting power of suchparty or of beneficial ownership of ( or the right to acquire such beneficial ownership)of more than 50 % of the outstanding equity or convertible securities of such party(including by tender offer or exchange offer ) ; ( b ) any merger, consolidation, shareexchange, business combination, recapitalization, the sale of substantially all assetsof, or similar corporate transaction involving such party ( whether or not including oneor more wholly owned subsidiaries of such party ), other than : ( i ) transactions involvingsolely such party and one of more Affiliates, on the one hand, and one or more ofsuch party ’s Affiliates, on the other hand, and/or ( ii ) transactions in which thestockholders of such party immediately prior to such transaction hold at least 50 % ofthe voting power of the surviving company or ultimate parent company of the survivingcompany ; or ( c ) the adoption of a plan relating to the liquidation or dissolution of suchparty