definiens: means, with respect to a Party ( or its Affiliate ), any of the following ev ents : ( a ) any Third Party ( or group of Third Parties acti ng in concert ) acquires ( including by way of a tend er or exchange offer or issuance by such Party ( or its Af filiate ) ), directly or indirectly, beneficial owner ship or a right to acquire beneficial ownership of shares of such P arty ( or its Affiliate ) representing more than fift y percent ( 50 % ) of the voting shares ( where voting refers to being entitled to vote for the election of director s ) then outstanding of such Party ( or its Affiliate ) ; ( b ) s uch Party ( or its Affiliate ) consolidates with or m erges into another corporation or entity which is a Third Part y, or any corporation or entity which is a Third Pa rty consolidates with or merges into such Party ( or its Affiliate ), in either event, pursuant to a transac tion in which more than fifty percent ( 50 % ) of the voting shares of the acquiring or resulting entity outstanding i m mediately after such consolidation or merger is not held by t he holders of the outstanding voting shares of such Party ( or its Affiliate ) immediately preceding such consolidation or merger ; or ( c ) such Party ( or its Affiliate ) se lls, transfers, leases or otherwise disposes of all or substantiall y all of the assets to which this Agreement relates to a Third Party