definiens: means with respect to a specified party : ( a ) the a cquisition, directly or indirectly, by a Person or ( whether in a si ngle transaction or multiple transactions ) of more than 50 % of the voting power of such party or of beneficial own ership of ( or the right to acquire such beneficial ownership ) of more than 50 % of the outstanding equity or converti ble securities of such party ( including by tender o ffer or exchange offer ) ; ( b ) any merger, consolidation, sha re exchange, business combination, recapitalization, the sale of substantially all assets of, or similar corporate t ransaction involving such party ( whether or not inc luding one or more wholly owned subsidiaries of such party ), othe r than : ( i ) transactions involving solely such part y and one of more Affiliates, on the one hand, and one or more o f such party ’s Affiliates, on the other hand, and / o r ( ii ) transactions in which the stockholders of such part y immediately prior to such transaction hold at lea st 50 % of the voting power of the surviving company or ultimate p are nt company of the surviving company ; or ( c ) the adoption of a plan relating to the liquidation or dissolutio n of such party . For purposes of this definition, t he terms and shall have the meaning a ccorded in the U.S. Securities Exchange Act of 1934 and the regulations promulgated thereunder in effect as of the Effective Date