definiens: means, with respect to a Party : ( a ) that any Thir d Party acquires directly or indirectly the beneficial ownership of any voting s ecurities of such Party, or if the percentage owner ship of such Person in the voting securities of such Party is in creased through stock redemption, cancellation or o ther recapitalization, and immediately after such acquis ition or increase such Third Party is, directly or indirectly, the beneficial owner of outstanding voting securities r epresenting more than fifty percent ( 50 % ) of the to tal voting power of all of the then outstanding voting securit ies of such Party ; ( b ) a merger, consolidation, rec apitalization or reorganization of such Party is consummated, oth er than any such transaction in which stockholders or equity holders of such Party immediately prior to such tra nsaction beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the voting securities of the survi ving entity ( or its parent entity ) immediately foll owing such transaction ; ( c ) that the stockholders or equity ho lders of such Party approve a plan of complete liqu idation of such Party ; ( d ) that individuals who, as of the Exe cution Date, constitute the Board of Directors of s uch Party ( the ) cease for any reason to constitute at least a ma jority of the Board of Directors of such Party ( provided, however, that any individual becoming a director subsequen t to the date hereof whose election, or nomination for election by such Party ’s stockhol ders, was recommended or approved by a vote of at l east a majority of the directors then comprising the Incum bent Board shall be considered as though such indiv idual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initi al assumption of office occurs as a result of an actua l or threatened election contest with respect to th e election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors of such Pa rty ) ; or ( e ) the sale or disposition to a Third Par ty of all or substantially all of such Party ’s assets taken as a whole