definiens: means, with respect to a Party, that : ( a ) any Third Party acquires directly or indirectlythe beneficial ownership of any voting security of such Party, or if the percentage ownership of such ThirdParty in the voting securities 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 voting securities representing at least fifty percent ( 50 % ) of the total voting power ofall of the then outstanding voting securities of such Party ; ( b ) a merger, consolidation, recapitalization, orreorganization of such Party is consummated that would result in shareholders or equity holders of such Partyimmediately prior to such transaction, owning at least fifty percent ( 50 % ) of the outstanding voting securitiesof the surviving entity ( or its parent entity ) immediately following such transaction ; or ( c ) there is a sale ortransfer to a Third Party of all or substantially all of such Party ’s consolidated assets taken as a whole, through one or more related transactions