definiens: of a Party shall mean : ( i ) a bona fide merger, consolidation, business combination, recap italization, liquidation, dissolution or similar transaction inv olving the Party and a Third Party pursuant to whic h the stockholders of the Party immediately preceding suc h transaction hold less than a majority of the equi ty interests in the surviving or resulting entity of such transa ction ; ( ii ) any Third Party ( as such term is used in Sections 13(d ) and 14(d)(2 ) of the Securities Excha nge Act of 1934, as amended ) becomes a ( as such term is defined in Rule 13d-3 promulgated under such Act ) ( other than the applicable Party ), directly or indirectly, of securities of such Party representin g fifty percent ( 50 % ) or more of the combined votin g power of such Party ’s then outstanding securities ; or ( iii ) a sale or other disposition by a Party of assets or earning power aggregating a majority of the assets or earning pow er of the Party or of those assets relating primari ly to the subject matter of this Agreement