definiens: means any of the following : ( a ) the sale or dispos ition of all orsubstantially all of the assets of a Party to a Thi rd Party, ( b ) the acquisition by a Third Party, oth er than anemployee benefit plan ( or related trust ) sponsored or maintained by a Party or any of its Affiliates, of morethan fifty percent ( 50 % ) of such Party ’s outstandin g shares of voting capital stock ( e.g., capital stock entitledto vote generally for the election of directors ), ( c ) the appointment or election to the Board of Dire ctors of aParty of members constituting a majority of such Bo ard who were not appointed, approved or recommendedfor election by the Board of Directors as constitut ed immediately prior to the appointment or election of suchmajority, or ( d ) the merger or consolidation of a P arty with or into another corporation, other than, in the caseof ( b ) or ( c ) of this Section, an acquisition or a merger or consolidation of a Party in which holders of sharesof such Party ’s voting capital stock immediately pr ior to the acquisition, merger or consolidation hav e atleast fifty percent ( 50 % ) of the ownership of votin g capital stock of the acquiring Third Party or the survivingcorporation in such merger or consolidation, as the case may be, immediately after the merger orconsolidation