definiens: means with respect to a Party, ( a ) a merger or consolidation in which together with a Third Party ( i ) such Party is a constituent party, or ( ii ) an Affiliate of such Party is a constituent party, except in the case of either clause ( i ) or ( ii ) any such merger or consolidation involving such Party or such Affiliate of such Party in which the shares of capital stock of such entity outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or are exchanged for shares of capital stock which represent, immediately following such merger or consolidation, 50 % or more by voting power of the capital stock of ( A ) the surviving or resulting corporation or ( B ) a parent corporation of such surviving or resulting corporation, whether direct or indirect ; ( b ) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by such Party or an Affiliate of such Party to a Third Party of all or substantially all of the assets of such Party taken as a whole and whether owned directly or indirectly through Affiliates ( except where such sale, lease, transfer, exclusive license or other disposition is to an Affiliate of such Party ) ; or ( c ) any or, as such terms are defined in Sections 13(d ) and 14(d ) of the Exchange Act, in a single transaction or series of rel ated transactions, becomes the beneficial owner as defined under the Exchange Act, directly or indirectly, whether by purchase or acquisition or agreement to act in concert or otherwise, of 50 % or more by voting power of the then -outstanding capital stock or other equity interests of such Party or a subsidiary of such Party