definiens: means, with respect to a Party : ( a ) the acquisition by any individual, Entity or group ( within the meaning of Section 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ) who or which constitute(s ) a Third Party of beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the Securities Exchange Ac t of 1934, as amended ) of fifty percent ( 50 % ) or more of the combined voting power of the then - outstanding voting securities of such Party entitled to vote generally in the election of directors of such Party ( the ) ; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT O F A CONFIDENTIAL TREATMENT REQUEST . REDACTED MATERIAL IS MARKED WITH [ * * * ] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION