definiens: means, with respect to a Party : ( a ) that any Third Partyacting alone or as part of a group acquires directly or indirectly the beneficial ownership ofany voting securities of such Party, or if the percentage ownership of such Party in the votingsecurities of such Party is increased through stock redemption, cancellation or otherrecapitalization, and immediately after such acquisition or increase such Third Party is, directly or indirectly, the beneficial owner of outstanding voting securities representing morethan fifty percent ( 50 % ) of the total voting power of all of the then outstanding voting securitiesof such Party ; ( b ) a merger ( whether by contract, by statute or by operation of law),consolidation, recapitalization or reorganization of such Party is consummated, other thanany such transaction in which stockholders or equity holders of such Party immediately priorto such transaction beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of thevoting securities of the surviving entity ( or its parent entity ) immediately following suchtransaction ; ( c ) that the stockholders or equity holders of such Party approve a plan ofcomplete liquidation of such Party ; or ( d ) the sale or disposition to a Third Party of all orsubstantially all of such Party ’s assets taken as a whole