definiens: means with respect to any Party any of the following events : ( a ) any Third Party ( orgroup of Third Parties acting in concert ) becomes the beneficial owner, directly or indirectly, of more than 50 % of thetotal voting power of the stock then outstanding of such Party normally entitled to vote in elections of directors;(b ) such Party consolidates with or merges into a Third Party or any Third Party consolidates with or merges into suchParty, in either event pursuant to a transaction in which more than 50 % of the total voting power of the stockoutstanding of the surviving entity normally entitled to vote in elections of directors is not held by the Persons holdingat least 50 % of the total outstanding shares of such Party preceding such consolidation or merger ; or ( c ) such Partyconveys, transfers or leases all or substantially all of its assets relating to the subject matter of this Agreement to aThird Party