definiens: means, with respect to a Party, ( a ) a merger, reorganization, combination or consolidation ofsuch Party with a Third Party that results in holders of beneficial ownership ( other than by virtue of obtainingirrevocable proxies ) of the voting securities or other voting interests of such Party ( or, if applicable, the ultimate parentof such Party ) immediately prior to such merger, reorganization, combination or consolidation ceasing to holdbeneficial ownership of at least fifty percent ( 50 % ) of the combined voting power of the surviving entity or the parentof the surviving entity immediately after such merger, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPY FILEDHEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST . OMISSIONS AREDESIGNATED [ * * * ] . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION