definiens: means, with respect to a Party, any of the follow ing : ( a ) the sale or disposition of all or substantially all of the assets of such Party or its direct or indirect controlling Affiliate to a Third Party, other than to an Entity of which more than fifty percent ( 50 % ) of the voting capital stock are owned after su ch sale or disposition by the Persons that were shareholders o f such Party or its direct or indirect controlling Affiliate ( in either case, whether directly or indirectly through any parent Entity ) immedia tely prior to such transaction ; or ( b ) ( i ) the acquisition by a Third Party, alone or toge ther with any of its Affiliates, other than an empl oyee benefit plan ( or related trust ) sponsored or maintained by such Party or any of its Affiliates, of more than f ifty percent ( 50 % ) of the outstanding shares of voting capital stock o f such Party or its direct or indirect controlling Affiliate, or ( ii ) the acquisition, merger or consolidation of such Pa rty or its direct or indirect controlling Affiliate with or into another Person, other than, in the case of 2 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT O F A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCH ANGE COMMISSION ( )