definiens: means, with respect to a Party, that : ( a ) any T hird Party acquires directly or indirectly the beneficial ownership of any voting security of such Party, or if the percentage ownership of such Third Party in the voting securities of such Party is increased through stock redemption, cancellation, or othe r recapitalization, and immediately after such acquisition or increase such Third Party is, directly or indirectly, the beneficial owner of voting securities representing at least 50 % of the total voting power of all of the then outstanding voting securiti es of such Party ; ( b ) a merger, consolidation, recapitalization, or reorganization of such Party is consummated that would result in shareholders or equity holders of such Party immediately prior to such transaction, owning less than 50 % of the outstanding voting securities of the surviving entity ( or its parent entity ) immediately following such transaction ; ( c ) the shareholders or equity holders of such Party approve a plan of complete liquidation of such Party, or an agreement for the sale or disposition by such Party of all or substantially all of such Party ’s assets, other than pursuant to the transaction described above or to an Affiliate ; or ( d ) the sale or transfer to a Third Party of all or substantially all of such Party ’s consolidated assets taken as a whole, through one or more related transactions