definiens: means, with respect to a Party : ( i ) any Third Part y becoming the beneficial owner of securities of such Party representing more than fifty percent ( 50 % ) of the total of all then outstanding voting securities ; ( ii ) a merger or consolidation o f such Party with or into a Third Party, other than a merger or consolidation that would result in the holders of t he voting securities of such Party immediately prior thereto having beneficial ownersh ip of securities that represent immediately after s uch merger or consolidation more than fifty percent ( 50 % ) of t he total combined voting power of the entity that s urvives such merger or consolidation or the parent of the e ntity that survives such merger or consolidation ; o r ( iii ) the sale or disposition of all or substantially all of the assets of such Party to a Third Party wherein t he holders of such Party ’s outstanding voting securities immediat ely before such sale do not, immediately after such sale, own or control ( directly or indirectly ) equity represen ting a majority of the outstanding voting securitie s of such Third Party