definiens: means, with respect to a Party, any of the following events : ( a ) any Third Party ( or group of Third Parties acting inconcert ) acquires, directly or indirectly, shares of such Party representing at least a majority of the voting power ( where voting refers to beingentitled to vote for the election of directors ) then outstanding of such Party ; ( b ) such Party consolidates with or merges into anothercorporation or entity which is a Third Party, or any corporation or entity which is a Third Party consolidates with or merges into such Party, ineither event pursuant to a transaction in which at least a majority of the voting power of the acquiring or resulting entity outstandingimmediately after such consolidation or merger is not held by the holders of the outstanding voting power of such Party immediatelypreceding such consolidation or merger ; or ( c ) such Party sells, conveys, transfers and/or exclusively licenses all or substantially all of itsassets to a Third Party