definiens: means with respect to a Party ( or its Affiliate ), any of the following ev ents : ( a ) any Third Party ( or group of Third Parties acti ng in concert ) acquires ( including by way of a tend er or exchange offer or issuance by such Party ( or its Af filiate ) ), directly or indirectly, beneficial owner ship or a right to acquire beneficial ownership of shares of such P arty ( or its Affiliate ) representing fifty percent ( 50 % ) or more of the voting shares ( where voting refers to being entitled to vote for the election of directors ) the n outstanding of such Party ( or its Affiliate ) ; ( b ) such Party ( o r its Affiliate ) consolidates with or merges into a nother corporation or entity which is a Third Party, or an y corporation or entity which is a Third Party cons olidates with or merges into such Party ( or its Affiliate ), in ei ther event pursuant to a transaction in which more than fifty percent ( 50 % ) of the voting shares of the acquiring or resulting entity outstanding immediately after such consolidation or merger is not held by the holders of the outstanding voting shares of such Party ( or its Affiliate ) immediately preceding such consolidation or merger ; or ( c ) such Party ( or its Affiliate ) sells, transf ers, leases or otherwise disposes of all or substantially all of t he assets to which this Agreement relates to a Thir d Party