definiens: means any of the following transactions involving a Third Party : a ) a merger or consolidation of either Party which results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent more than 50 % of the combined voting power of the surviving entity immediately after such . merger or consolidation ; b ) the sale of all or substantially all of the assets of either Party ; c ) the sale of substantially all the assets relevant to the Field ; or d ) anyone person ( other than the Party, any trustee or other fiduciary holding securities under an employee benefit plan of the Party or any corporation owned directly or indirectly by the stockholders of the Party, in substantially the same proportion as their ownership of stock of the Party ), together with any of such person 's or, as such terms ate used in the Securities Exchange Act of 1934, as amended, becoming beneficial owner of more than 50 % of ttie combined voting power of the outstanding securities of a Party or by ' contract or otherwise having the right to control the board or directors or equivalent governing body of such Party nor the ability to cause the direction of management of such Party .