definiens: means, with respect to a Party, an event or serie s of related events in which : ( a ) Any Person or group ( as such term is defined in the Securities Exchange Act of 1934, as amended ) ( other than one or more Affili ate(s ) of such Party that were Affiliates immediate ly prior to such event ( any such Affiliate with respect to such Party, an ) ), acquires beneficial ownership ( as determined pursuant to Rule 13d-3 pro mulgated under the Securities Exchange Act of 1934, as amended ) of securities of such Party or any Affilia te thereof that directly, or indirectly through one or more intermediaries, Controls such Party ( any such Affil iate with respect to such Party, a ) representing more than 50 % of the voting power of t he then outstanding securities of such Party or its Controlling Entity, if any, with respect to the ele ction of members of the Board of Directors or simil ar governing body of such Party or its Controlling Entity, if an y ; ( b ) Such Party or its Controlling Entity, if any, enters into a merger, consolidation or similar transaction with another P erson ( other than an Existing Affiliate of such Par ty ) and ( A ) the members of the Board of Directors of such P arty or Controlling Entity, as applicable, immediat ely prior to such transaction constitute ( i ) less than one ha lf of the members of the Board of Directors of such Party or Controlling Entity, as applicable, following such t ransaction, or ( ii ) less than one half of the Board of Directors of any new Controlling Entity 2 resulting from such transaction ; or ( B ) the Persons who beneficially owned the outstanding voting secu rities of such Party or Controlling Entity, as applicable, i m mediately prior to such transaction cease to benefi cially own securities of such Party or Controlling Entity, as applicable, representing more than 50 % of the votin g power of the then outstanding securities of such Party or Co ntrolling Entity, as applicable, with respect to th e election of members of the Board of Directors immediately after such transaction in substantially the same proport ions as their ownership of securities of such Party or Cont rolling Entity, as applicable, immediately prior to such transaction ; ( c ) Such Party or its Controlling Entity, if any, sells or transfers to any Person(s ) ( other than a transfer by a Controlling E ntity to Existing Affiliate(s ) of such Party ) in on e or more related transactions, properties or assets ( A ) repr esenting more than 50 % of such Party ’s or Controlli ng Entity ’s, as applicable, consolidated total assets as reflect ed on its most recent Annual Report on Form 10 - K or Quarterly Report on Form 10 - Q, ( B ) from which more than 50 % o f such Party ’s or Controlling Entity ’s, as applicab le, consolidated operating income for its most recent f iscal year as reflected on its most recent Annual R eport on Form 10 - K was derived or ( C ) representing substanti ally all of the properties or assets related to suc h Party ’s obligations under this Agreement ; or ( d ) Such Party or its Controlling Entity, if any, fails to maintain its corporate existence or liquidates ( unless, in connection with the foregoing, the assets of such Party or Control ling Entity, as applicable, are acquired by an Existing Affiliat e of such Party and the liabilities of such Party o r Controlling Entity ( including, if applicable, the Party ’s oblig ations under this Agreement ) are assumed by such Ex isting Affiliate of such Party )