definiens: means, with respect to a Party, whether effected in a single transaction or a series of related transactions, ( a ) the acquisition of beneficial ownership, directly or indirectly, by any Person ( other than such Party or an Affiliate of such Party ) of securities or other voting interest of such Party representing at least fifty percent ( 50 % ) of the combined voting power of such Party ’s then - outstanding securities or other voting interests ; ( b ) any merger, reorganization, consolidation, share exchange, business combination or similar transaction involving such Party ( i ) pursuant to which at least fifty percent ( 50 % ) of the outstanding vo ting securities of such Party ( or, if applicable, the ultimate parent of such Party ) would be converted into cash or securities of any other Person or ( ii ) that results in the holders of beneficial ownership of the voting securities or other voting interes ts of such Party ( or, if applicable, the ultimate parent of such Party ) immediately prior to such merger, reorganization, consolidation or business combination ceasing to hold beneficial ownership of at least fifty percent ( 50 % ) of the combined voting powe r of the surviving entity immediately after such merger, reorganization, consolidation, share exchange, business combination or similar transaction ; ( c ) any sale, lease, exchange, contribution or other transfer of all or substantially all of the assets of such Party and its subsidiaries taken as a whole, other than the sale or disposition of such assets to an Affiliate of such Party ; ( d ) any sale, lease, exchange, contribution or other transfer of the assets to which this Agreement relates ; or ( e ) the appro val of any plan or proposal for the liquidation or dissolution of such Party