definiens: of a Party means any of the following, in a single transaction or a series of related transactions : ( a ) the sale or disposition of all or substantially all of the assets of such Party to a Third Party, ( b ) the direct or indirect acquisition by a Third Par ty ( other than an employee benefit plan ( or related trust ) sponsored or maintained by such Party or any of its Affiliates ) of beneficial ownership of more than fifty percent ( 50 % ) of the then -outstanding common shares or voting power of such Party or any d irect or indirect entity which holds, directly or indirectly, beneficial ownership of more than fifty percent ( 50 % ) of the then -outstanding common shares or voting power of such Party ( a ), or ( c ) the merger or consolidation of such Party or any Parent Entity with or into a Third Party, unless, following such merger or consolidation, the stockholders of such Party or Parent Entity immediately prior to such merger or consolidation beneficially own directly or indirectly more than fifty percent ( 50 % ) of the then -outstanding common shares or voting power of the entity resulting from such merger or consolidation