definiens: means, with respect to any Party, the consummation of any transaction of the following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the stock then outstanding of such Party normally entitled to vote in elections of directors ; ( b ) such Party consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into such Party, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the total voting power of the stock outstanding of the surviving entity normally entitled to vote in elections of directors is not held by the parties holding at least fifty percent ( 50 % ) of the outstanding shares of such Party immediately preceding such consolidation or merger ; ( c ) such Party conveys, transfers or leases all or substantially all of its assets, or ( d ) any other arrangement whereby a Third Party controls or has the right to control the board of directors or equivalent governing body that has the ability to cause the direction of the management or policies of such Party