definiens: means, with respect to a Party ( the ): ( a ) any sale, exchange, transfer, or issuance to or acquisition in one transaction or a series ofrelated transactions by one or more Third Parties of shares representing more than fifty percent ( 50 % ) of theaggregate ordinary voting power entitled to vote for the election of directors represented by the issued andoutstanding stock of the Acquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity, whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger orotherwise, or beneficially or of record ; ( b ) a merger, consolidation, reorganization, business organization, joint venture or similartransaction under applicable Law of the Acquired Entity with a Third Party in which the shareholders of theAcquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity immediately prior to suchtransaction do not continue to hold immediately following the closing of such transaction at least fifty percent(50 % ) of the aggregate ordinary voting power entitled to vote for the election of directors represented by theissued and outstanding stock of the entity surviving or resulting from such transaction ; or ( c ) a sale or other disposition of all or substantially all of the assets of the Acquired Entity toone or more Third Parties in one transaction or a series of related transactions