definiens: . Change ofControl means, with respect to a Party, any of the following : ( a ) the sale or disposition ofall or substantially all ofthe assets ofsuch Party or its direct or indirect controlling ( as defined in Section 1.2 ) Affiliate to a " Jbird Party, other than to an entity ofwhich more than fifty percent ( 50 % ) ofthe voting capital stock is owned after such sale or disposition by shareholders ofsuch Party or its direct or indirect controlling Affiliate ( in either case, whether directly or indirectly through any parent entity ) ; or ( b ) ( i ) the acquisition by a Third Party, alone or together with any ofits Affiliates, other than an employee benefit plan ( or related trust ) sponsored or maintained by such Party or any ofits Affiliates, ofmore than fifty percent ( 50 % ) ofthe outstanding shares ofvoting capital stock ofsuch Party or its direct or indirect controlling Affiliate, or ( ii ) the acquisition, merger or consolidation ofsuch Party or its direct or indirect controlling Affiliate with or into another Person, other than, in the case ofthis clause ( b ), an acquisition or a merger or consolidation ofsuch Person or its controlling Affiliate in which the holders ofshares ofvoting capital stock ofsuch Person or its controlling Affi l iatc, as the case may be, immediately prior to such acquisition, merger or consolidation will beneficially own, directly or indirectly, at least fifty percent ( 50 % ) ofthe shares ofvoting capital stock ofthe acquiring Third Party or the surviving corporation in such acquisition, merger or consolidation, as the case may be, immediately after such acquisition, merger or consolidation