definiens: shall mean ( i ) the liquidation or dissolution of a Party or thesale or other transfer by a Party ( excluding transfers to Affiliates ) of all or substantially all of itsassets, or ( ii ) the occurrence of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of assets or other transaction, as aresult of which any person, entity or group ( a ) becomes the beneficial owner, directly orindirectly, of securities of a Party representing more than fifty percent ( 50 % ) of the ordinary sharesof such Party or representing more than fifty percent ( 50 % ) of the combined voting power withrespect to the election of directors ( or members of any other governing body ) of such2 [ * * * ] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HASBEEN REQUESTED