definiens: means, with respect to a Party, any of the following events : ( a ) any Third Party ( or group ofThird Parties acting in concert ) acquires, directly or indirectly, shares of such Party representing fifty percent ( 50 % ) or more ofthe voting shares ( where voting refers to being entitled to vote for the election of directors ) then outstanding of such Party;(b ) such Party consolidates with or merges into another corporation or entity which is a Third Party, or any corporation orentity which is a Third Party consolidates with or merges into such Party, in either event pursuant to a transaction in whichmore than fifty percent ( 50 % ) of the voting shares of the acquiring or resulting entity outstanding immediately after suchconsolidation or merger is not held by the holders of the outstanding voting shares of such Party preceding suchconsolidation or merger ; or ( c ) such Party conveys, transfers or leases all or substantially all of its assets to a Third Party . SuchThird Party or group of Third Parties, and its and/or their2 respective Affiliates ( other than the Party and its Affiliates at the time of the Change of Control of such Party ), are hereinafterreferred to as the