definiens: means with respect to a Party, any of the following events : ( a ) any Third Party ( orgroup of Third Parties acting in concert as a within the meaning of Section 13(d ) of the Exchange Act ) acquires(including by way of a tender or exchange offer or issuance by such Party ), directly or indirectly, beneficial ownership or a rightto acquire beneficial ownership of shares of such Party representing fifty percent ( 50 % ) or more of the voting shares ( wherevoting refers to being entitled to vote for the election of directors ) then outstanding of such Party ; ( b ) such Party consolidateswith or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a Third Partyconsolidates with or merges into such Party, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) ofthe voting shares of the acquiring or resulting entity outstanding immediately after such consolidation or merger is not held bythe holders of the outstanding voting shares of such Party immediately preceding such consolidation or merger ; or ( c ) suchParty sells, transfers, leases or otherwise disposes of all or substantially all of its assets to a Third Party