definiens: means, with respect to a Party, any of thefollowing events : ( a ) any Third Party ( or group of Third Parties acting in concert ) acquires, directly orindirectly, shares of such Party representing at least a majority of the voting power ( where voting refersto being entitled to vote for the election of directors ) then outstanding of such Party ; ( b ) such Partyconsolidates with or merges into another corporation or entity which is a Third Party, or any corporationor entity which is a Third Party consolidates with or merges into such Party, in either event pursuant toa transaction in which at least a majority of the voting power of the acquiring or resulting entityoutstanding immediately after such consolidation or merger is not held by the holders of theoutstanding voting power of such Party immediately preceding such consolidation or merger ; or ( c)such Party conveys, transfers, licenses and/or leases all or substantially all of its assets to a ThirdParty