definiens: means, with respect to a specified Party : ( a ) the acquisition, directly orindirectly, by a Person or ( whether in a single transaction or multiple transactions ) of more than 50 % of thevoting power of such Party or of beneficial ownership of ( or the right to acquire such beneficial ownership ) of morethan 50 % of the outstanding equity or convertible securities of such Party ( including by tender offer or exchangeoffer ) ; ( b ) any merger, consolidation, share exchange, business combination, recapitalization, sale of a majority ofassets of ( i.e., having a fair market value ( as determined by the Board of Directors of such Party in good faith ) inexcess of 50 % of the fair market value of all the assets of such Party and its subsidiaries immediately prior to suchsale ), or similar corporate transaction involving such Party ( whether or not including one or more wholly ownedsubsidiaries of such Party ), other than : ( i ) transactions involving solely such Party and/or one or more Affiliates, onthe one hand, and one or more of such Party ‘s Affiliates, on the other hand, and/or ( ii ) transactions in which thestockholders of such Party immediately prior to such transaction hold at least 50 % of the voting power of thesurviving company or ultimate parent company of the surviving company ; or ( c ) as a result of a single or multipletransaction(s ) by a Person or group, the occupation of a majority of the seats ( other than vacant seats ) on the boardof directors ( or similar governing body of such Party ) by any directors or Persons who were not ( i ) members of suchbody on the Execution Date of this Agreement, ( ii ) appointed by members of such body on the Execution Date of thisAgreement or by members of such body so appointed, or ( iii ) nominated for election to such body by any Personsdescribed in preceding clauses ( i ) or ( ii ) ; or ( d ) the adoption of a plan relating to the liquidation or dissolution of suchParty