definiens: means, with respect to a Party, an event in which : ( a ) any Third Party notthen beneficially owning more than fifty percent ( 50 % ) of the voting power of the outstanding securities of such Partyacquires or otherwise becomes the beneficial owner of securities of such Party representing more than fifty percent(50 % ) of the voting power of the then - outstanding securities of such Party with respect to the election of the board ofdirectors, board of managers or similar governing body ; or ( b ) such Party consummates a merger, consolidation orsimilar transaction with a Third Party where the voting securities of such Party outstanding immediately precedingsuch transaction represent less than fifty percent ( 50 % ) of the voting power of such Party or surviving entity, as thecase may be, immediately following such transaction ; or ( c ) such Party sells all or substantially all of its assetsrelating to this Agreement to a Third Party