definiens: means, with respect to a Party, the occurrence of any of the following events : ( i ) the acquisition by any Third Party ( or a group of Third Parties acting in concert ), whether in a single transaction or a series of transactions, of beneficial ownersh ip of securities of such Party representing more than fifty percent ( 50 % ) of the combined voting power of such Party ’s then outstanding securities entitled to vote generally i n the election of directors ; ( ii ) the consummation of a merger or consolidation of such Party with a Third Party, oth er than a merger or consolidation which would resul t in such Party ’s voting securities outstanding immediately p rior thereto continuing to represent ( either by rem aining outstanding or by being converted into voting secur ities of the surviving entity ) more than fifty perc ent ( 50 % ) of the combined voting power of such Party ’s voting se curities or such surviving entity ’s voting securiti es outstanding immediately after such merger or consol idation ; or ( iii ) the bona fide sale, lease, transf er, exclusive license or other disposition, whether in a single t ransaction or series of related transactions, by su ch Party ( or its Affiliates ) of all or substantially all the assets of ( A ) such Party and its subsidiaries taken as a w hole or ( B ) such Party ’s subsidiaries, except in the case of both ( A ) and ( B ) if such sale, lease, transfer, exclusive license or other disposition is to a majority owned ( direct or indir ect ) subsidiary of such Party