definiens: means, with respect to a Shareholder, the occurre nce of any one of the following events : ( i ) a Third Party acquires, directly or in directly, shares of such Shareholder representing f ifty percent ( 50 % ) or more of the voting shares ( where v oting refers to being entitled to vote for the elec tion of directors ) then outstanding of such Shareholder, ( ii ) such Shareholder consolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a Thi rd Party consolidates with or merges into such Shareho lder, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the voting s hares of the acquiring or resulting entity outstand ing immediately after such consolidation or merger are not held by the holders of the outstanding voting shares of such Shareholder preceding such consolida tion or merger, or ( iii ) such Shareholder conveys, transfers or leases all or substantially all of its assets to a Third Party