definiens: means the occurrence of any of the following events : ( a ) the approval by shareholders of any Party of a merger or consolidat ion of such Party with any other corporation, other than a merger or consolidation which would result in the v oting securities of such Party outstanding immediat ely prior thereto continuing to represent ( either by remainin g outstanding or by being converted into voting sec urities of the surviving entity ) more than fifty percent ( 50 % ) of the total voting power represented by the votin g securities of such Party or such surviving entity outstanding immediately after such merger or consolidation ; ( b ) the approval by the shareholders of any Party of a plan of complete liquidation of such Party or an agreem ent for the sale or disposition by any Party of all or substant ially all of such Party ’s assets ; or ( c ) any ( as such term is used in Sections 13(d ) and 14(d ) of the Securiti es Exchange Act of 1934, as amended ) becoming the ( as defined in Rule 13d-3 under said Act ), directly or indirectly, of securities of any Party representing fifty percent ( 50 % ) or more of the tot al voting power represented by such Party ’s then ou tstanding voting securities