definiens: means, with respect to a Party, ( a ) a sale or other disposition of all or substantially all of theassets of such Party on a consolidated basis ( other than to any Affiliate ( direct or indirect ) of such Party ), ( b ) a merger orconsolidation in which such Party is not the surviving entity and in which the stockholders of such Party immediately prior tosuch consolidation or merger own less than 50 % of the surviving entity ’s voting power immediately after the transaction, and(c ) a reverse merger in which such Party is the surviving entity but the shares of such Party ’s common stock outstandingimmediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of such Party immediately prior to such reverse merger own less than 50 % ofthe voting power of such Party ( or its parent entity ) immediately after the transaction