definiens: means ( i ) a sale of all or substantially all the assets of a Party to a direct competitor of the other Party, excludingany sale to an Affiliate of such Party, or in the case of [COMPANY], Total or Cosan ; ( ii ) any consolidation or merger of a Party with or into anyother corporation or other entity or person who is a direct competitor of the other Party, or any other corporate reorganization, in which thestockholders, members or owners of such Party immediately prior to such consolidation, merger or reorganization own less than fifty percent(50 % ) of the voting power of the surviving entity immediately after such consolidation, merger or reorganization, excluding any consolidation, merger or reorganization effected exclusively to change the domicile of such Party or an initial public offering ; or ( iii ) the acquisition by anydirect competitor of the other Party who is a person, entity or group within the meaning of Section 13(d ) or 14(d ) of the Securities ExchangeAct of 1934, as amended ( the ), or any comparable successor provisions of the beneficial ownership ( within the meaning ofRule 13d-3 promulgated under the Exchange Act, or comparable successor rule ) of securities of a Party such that immediately after theacquisition, a person, entity or group that is not a stockholder, member or owner of such Party as of the date of this Agreement owns securitiesof such Party representing at least fifty percent ( 50 % ) of the combined voting power entitled to vote in the election of directors, or if there is nosuch stock, at least fifty percent ( 50 % ), by voting power, of the ownership interest in such Party