definiens: means, with respect to a Party, any of the following events : ( a ) anyThird Party ( or group of Third Parties acting in concert ) acquires, directly or indirectly, shares ofsuch Party representing at least a majority of the voting power ( where voting refers to beingentitled 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 anycorporation or entity which is a Third Party consolidates with or merges into such Party, in eitherevent pursuant to a transaction in which at least a majority of the voting power of the acquiring orresulting entity outstanding immediately after such consolidation or merger is not held by theholders of the outstanding voting power of such Party immediately preceding such consolidationor merger ; or ( c ) such Party sells, conveys, transfers and/or exclusively licenses all orsubstantially all of its assets to a Third Party