definiens: means, with respect to a Party, that : ( a ) any Thi rd Party acquires directly or indirectly the beneficial ownership of any voting s ecurity of such Party, or if the percentage ownersh ip of such Third Party in the voting securities of suc h Party is increased through stock redemption, cancellation or other recapitalization, and immedia tely after such acquisition or increase such Third Party is, directly or indirectly, the beneficial ow ner of voting securities representing at least fift y percent ( 50 % ) of the total voting power of all of the then outstanding voting securities of such Party ; ( b ) a merger, consolidation, recapitalization or reorgani zation of such Party is consummated that would resu lt in shareholders or equity holders of such Party imm ediately prior to such transaction, owning less tha n fifty percent ( 50 % ) of the outstanding voting secur ities of the surviving entity ( or its parent entity ) immediately following such transaction ; or ( c ) ther e is a sale or transfer to a Third Party of all or substantially all of such Party ’s consolidated asse ts taken as a whole, through one or more related transactions