definiens: means, with respect to a Party, any of the following events : ( a ) any Third Party(or group of Third Parties acting in concert ) acquires, directly or indirectly, shares of such Party representing atleast a majority of the voting power ( where voting refers to being entitled to vote for the election of directors ) thenoutstanding of such Party ; ( b ) such Party consolidates with or merges into another corporation or entity which isa Third Party, or any corporation or entity which is a Third Party consolidates with or merges into such Party, ineither event pursuant to a transaction in which at least a majority of the voting power of the acquiring or resultingentity outstanding immediately after such consolidation or merger is not held by the holders of the outstandingvoting power of such Party immediately preceding such consolidation or merger ; or ( c ) such Party conveys, transfers, licenses or leases all or substantially all of its assets to a Third Party