definiens: shall mean : ( i ) the acquisition, directly or indirectly, by any person, entity or ( within meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934,as amended ( the ) ) by means of a transaction or series of related transactions, of(a ) beneficial ownership of fifty percent ( 50 % ) or more of the outstanding Voting Securities of a Party ( orthe surviving entity, as applicable, whether by merger, consolidation, reorganization, tender offer or othersimilar means ), or ( b ) all, or substantially all, of the assets of a Party and its Affiliates ; or ( ii ) anyconsolidation or merger of a Party with or into any Third Party, or any other corporate reorganizationinvolving a Third Party, in which those persons or entities that are stockholders of the Party immediatelyprior to such consolidation, merger or reorganization ( or prior to any series of related transactions leading upto such event ) own fifty percent ( 50 % ) or less of the surviving entity ’s voting power immediately after suchconsolidation, merger or reorganization