definiens: means, with respect to a Party, that : ( a ) any Third Party acquires directly or indirectly the beneficial ownership of any voting security of such Party, or if the percentage ownership of such Third Party in the voting securities of such Party is increased through stock redemption, cancellation, or other recapitalization, and immediately after such acquisition or increase such Third Party is, directly or indirectly, the beneficial owner of voting securities representing more than fifty ( 50 % ) of the total voting power of all of the then outstanding voting securities of such Party ; ( b ) a merger, consolidation, recapitalization, or reorganization of such Party is consummated which results in shareholders or equity holders o f such Party immediately prior to such transaction, no longer owning at least fifty ( 50 % ) of the outstanding voting securities of the surviving entity ( or its parent entity ) immediately following such transaction ; or ( c ) there is a sale or transfer to a Th ird Party of all or substantially all of such Party ’s consolidated assets taken as a whole, through one or more related transactions