definiens: means, with respect to a Party, ( a ) the sale or disposition to a Third Party ofsubstantially all of the assets of such Party to which the subject matter of this Agreement relates other than inconjunction with any of the transactions described in clauses ( b ) through ( d ) of this Section 1.9 ( a ), ( b ) the acquisition by a Third Party which constitutes one person, as such term is used in Section 13(d ) and 14(d ) ofthe Securities Exchange Act of 1934, as amended, together with any of such person ’s or assuch terms are defined in the Securities Exchange Act of 1934, other than an employee benefit plan ( or related trust)sponsored or maintained by such Party or any of its Affiliates or persons as such term is used inthe Internal Revenue Code, of more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock of suchParty, ( c ) the acquisition, merger or consolidation of a Party with or into another Person, other than, in the case of thisSection 1.9, an acquisition or a merger or consolidation of a Party in which the holders of shares of voting capitalstock of such Party, immediately prior to such acquisition, merger or consolidation will beneficially own, directly orindirectly, at least fifty percent ( 50 % ) of the shares of voting capital stock of the acquiring Third Party or the survivingentity in such acquisition, merger or consolidation, as the case may be, immediately after such acquisition, merger orconsolidation, or ( d ) the sale or disposition to a Third Party of all or substantially all of the assets of such Party