definiens: shall mean with respect to a Party, ( a ) the liquidation or dissolution of such Party or the saleor other transfer by such Party of all or substantially all of its respective assets ; or ( b ) an event or series of relatedevents in which : ( i ) any person or group of persons ( as the term is used for purposes of Section 13(d ) or14(d ) of the Securities Exchange Act of 1934, as amended ) acquires or otherwise becomes the beneficial owner(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended ) ofsecurities of such Party representing more than fifty percent ( 50 % ) of the voting power of the then outstandingsecurities of such Party with respect to the election of directors of such Party ( or members of any other governingbody ), ( ii ) obtains the ability to appoint a majority of the board of directors ( or other governing body ) of such Party, or ( iii ) obtains the ability to direct the operations or management of such Party or any successor to the business ofsuch Party ; or ( c ) such Party consummates a merger, consolidation or similar transaction with another Person wherethe holders of the voting securities of such Party having the power to elect the Board of Directors of such Party ( orany other governing body ) immediately preceding such transaction hold less than fifty percent ( 50 % ) of the votingsecurities having the power to elect the Board of Directors ( or other governing body ) of the ultimate parent entityresulting from such transaction