definiens: means with respect to a Party ( or its Affiliate ), any ofthe following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) acquiresin a transaction or series of transactions ( including by way of a tender or exchange offer orissuance by such Party ( or its Affiliate ) ), directly or indirectly, beneficial ownership or a rightto acquire beneficial ownership of shares of such Party ( or its Affiliate ) representing fiftypercent ( 50 % ) or more of the then outstanding voting shares ( where voting refers to beingentitled to vote for the election of directors ) of such Party ( or its Affiliate ) ; ( b ) such Party ( orits Affiliate ) consolidates with or merges into another corporation or entity which is a ThirdParty, or any corporation or entity which is a Third Party consolidates with or merges intosuch Party ( or its Affiliate ), in either event, pursuant to a transaction or series of transactionsin which more than fifty percent ( 50 % ) of the voting shares of the acquiring or resulting entityoutstanding immediately after such3 consolidation or merger is not held by the holders ( or Affiliates of the holders ) of theoutstanding voting shares of such Party ( or its Affiliate ) immediately preceding suchconsolidation or merger ; or ( c ) such Party ( or its Affiliate ) sells, transfers, exclusivelylicenses or otherwise disposes of all or substantially all of the assets to which this Agreementrelates to a Third Party