definiens: means any of the following events : ( a ) the acquisition by any Person or group, other than a Person or group controlling such Party as of the Effective Date, of ( as defined in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended ), directly or indirectly, of fifty percent ( 50 % ) or more of the shares of such Party 's voting stock ; ( b ) the approval by the shareholders of such Party of a merger, share exchange, reorganization, consolidation or similar transaction of such Party ( a ), other than a Transaction which would result in the voting stock of such Party outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of the voting stock of such Party or such surviving entity immediately after such Transaction ; or ( c ) approval by the shareholders of such Party of a complete liquidation of such Party or a sale or disposition of all or substantially all of the assets of such Party