definiens: means, as applied to a Party, an event where ( a ) any person or entity not an Affiliateof such Party acquires directly or indirectly the beneficial ownership of any voting security of a Party, or if thepercentage ownership of such person or entity in the voting securities of a Party is increased through stockredemption, cancellation or other recapitalization, and immediately after such acquisition or increase such person orentity is, 2.directly or indirectly, the beneficial owner of voting securities representing fifty percent ( 50 % ) or more of the totalvoting power of all of the then - outstanding voting securities of such Party ; ( b ) there is the consummation of a merger, consolidation, recapitalization, or reorganization of such Party, other than any such transaction which would result instockholders or equity holders of such Party or an Affiliate of such Party immediately prior to such transaction owningat least fifty percent ( 50 % ) of the outstanding securities of the surviving entity in such transaction immediatelyfollowing such transaction ; or ( c ) the stockholders or equity holders of a Party shall approve a plan of completeliquidation of the Party or an agreement for the sale or disposition by the Party of all or a substantial portion of theParty ’s assets, other than to an Affiliate