definiens: means : ( i ) the acquisition, directly or indirectl y, by any person, entity or ( within meaning of Section 13(d)(3 ) or 14(d ) ( 2 ) of the Securities Exchange Act of 1934, as ame nded, by means of a transaction or series of related transac tions, of ( a ) beneficial ownership of fifty percent ( 50 % ) or more of the outstanding voting securities of a Party ( or the surviving entity, as applicable, whether by me rger, consolidation, reorganization, tender offer or othe r similar means ), or ( b ) all, or substantially all, of the assets of a Party and its Affiliates ; or ( ii ) any consolidati on or merger of a Party with or into any Third Part y, or any other corporate reorganization involving a Third Party, i n which those persons or entities that are stockhol ders of the Party immediately prior to such consolidation, merg er or reorganization ( or prior to any series of rel ated transactions leading up to such event ) own fifty pe rcent ( 50 % ) or less of the surviving entity ’s votin g power immediately after such consolidation, merger or reo rganization