definiens: means, with respect to a Party:(a ) the acquisition by any individual, entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) of theSecurities Exchange Act of 1934, as amended ) ( a ) of beneficial ownership ( within the meaning ofRule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended ) of fifty percent ( 50 % ) or more ofeither ( i ) the then outstanding shares of common stock of such Party ( the ) or ( ii ) thecombined voting power of the then outstanding voting securities of such Party entitled to vote generally in the electionof directors of such Party ( the ) ; provided, however, that for the purposes of this sub - Section ( a ), the following acquisitions of securities of such Party shall not constitute a Change of Control Transactionof such Party : ( x ) any acquisition by such Party, ( y ) any acquisition by any employee benefit plan ( or related trust)sponsored or maintained by such Party or any corporation controlled by such Party or ( z ) any acquisition by anycorporation pursuant to a transaction which complies with clauses ( i ) and ( ii ) of subsection ( b ) of this definition;(b ) the consummation of any acquisition, merger or consolidation involving any Third Party ( a ), unless immediately following such Business Combination Transaction, ( i ) the individualsand entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding VotingSecurities immediately prior to such Business Combination Transaction beneficially own, directly or indirectly, fiftypercent ( 50 % ) or more of, respectively, the then outstanding shares of common stock and the combined voting powerof the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, ofthe corporation or other entity resulting from such Business Combination Transaction ( including a corporation which asa result of such transaction owns the then - outstanding securities of such Party or all or substantially all of suchParty ’s assets either directly or through one or more subsidiaries ) in substantially the same proportions as theirownership, immediately prior to such Business Combination Transaction, of the Outstanding Common Stock andOutstanding Voting Securities, as the case may be and ( ii ) fifty percent ( 50 % ) or more of the members of the board ofdirectors of the corporation resulting from such Business Combination Transaction were members of the Board ofDirectors of such Party at the time of the execution of the initial agreement, or of the action of the Board of Directorsof such Party, providing for such Business Combination Transaction ; or(c ) a Party or any of its Affiliates sells or transfers to any Specified Person(s ) ( other than the other Party orits Affiliates ) in one or more related transactions properties or assets representing all or substantially all of suchParty ’s business or assets at the time of such sale or transfer