definiens: means with respect to a Party, any of the following events : ( a ) any Third Party ( orgroup of Third Parties acting in concert ) acquires, directly or indirectly, shares of such Party representing fifty percent(50 % ) or more of the voting shares ( 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 is aThird Party, or any corporation or entity which is a Third Party consolidates with or merges into such Party, in eitherevent pursuant to a transaction in which more than fifty percent ( 50 % ) of the voting shares of the acquiring or resultingentity outstanding immediately after such consolidation or merger is not held by the holders of the outstanding votingshares of such Party immediately preceding such consolidation or merger ; or ( c ) such Party conveys, transfers orleases all or substantially all of its assets to a Third Party