definiens: shall mean, with respect to a Party, any of the following events : ( x ) any person ( or group of personsacting in concert ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the totalvoting power of the capital stock then outstanding of such Party normally entitled to vote in elections of directors;(y ) such Party consolidates with or merges into another corporation or entity, or any corporation or entity consolidateswith or merges into such Party, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of thetotal voting power of the capital stock outstanding of the surviving entity entitled to vote in elections of directors is notheld by persons holding at least fifty percent ( 50 % ) of the outstanding shares of such Party preceding such consolidationor merger ; or ( z ) such Party conveys, transfers or leases all or substantially all of its assets to any person