definiens: shall mean the respective periods of three consecutive calendar months ending on March 31, Jooe 30, September 30 or December 31, for so long as this Agreement is in effect -3- * * * ' CONFIDENTIAL TREATMENT REQUESTED 1.9 shall mean any of the following : ( a ) the sale or disposition of all or substantially all of the assets of a Party or its direct or indirect parent corporation to a Third Party, ( b ) the acquisitio~ in one or a series of one or more transactions, by a Third Party which constitutes one perso~ as such term is used in Sections 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended ( the ), together with any such person 's or, as such terms are defmed in the Exchange Act, other than an employee benefit plan ( or related trust ) sponsored or maintained by a Party or any of its Mfiliates, of more than forty percent ( 40 % ) of the outstanding shares of voting capital stock of a Party or its direct or indirect parent corporation, or ( c ) the reorganization, merger or consolidation of a Party or its direct or indirect parent corporation with or into another corporation, other ' ( J th~ in the case of this clause ( c ), a reorganizatio~ merger or consolidation of a Party or its direct or indirect parent corporation in which holders of shares of the voting capital stock of the Party or its direct or indirect parent corporation, as the case may . be, immediately prior to the reorganization, merger or consolidation ( the ) will have at least sixty percent ( 60 % ) of the ownership of voting capital stock of the surviving corporation in such reorganization, merger or consolidatio~ as the case may be, immediately after the reorganization merger or consolidation in the same proportions as immediately prior to such reorganization, merger or consolidation relative to the other Original Holders