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 s uch Party, or, if the percentage ownership of such Third Party in the voting securities of suc h Party is increased through stock repurchase, redemption, cancellation, recapitalization, reorgan ization, or other action affecting the capital stoc k of such Par ty and immediately thereafter such Third Party is, directly or indirectly, the beneficial owner of voting securities representing more than 50 % of the total voting power of all of the then outstanding voting securities of such Party ; ( b ) a merger, cons olid ation, recapitalization, reorganization or other business combination of or involving such Party is consummated that results in shareholders or equity holders of such Party immediately prior to such tra nsaction, ceasing to own more than 50 % of the combined outstanding voting securities of the surviving enti ty ( or its parent entity ) immediately following such transaction ; or ( c ) there is a sale or transfe r to a Third Party of all or substantially all of s uch Party ’s consolidated assets taken as a whole, thro ugh one or more related transactions ; for the purpo ses hereof, the term of a Party means any sec urity that entitles the holder thereof to vote on t he election of directors of such Party