definiens: means, with respect to a Party, any of the following events : ( a ) any Third Partyacquires directly or indirectly the beneficial ownership of any voting security of such Party or its controlling Affiliaterepresenting more than fifty percent ( 50 % ) of the total voting power of the then - outstanding voting securities of suchParty or its controlling Affiliate, ( b ) the consummation of a merger, consolidation, recapitalization, or reorganization ofsuch Party or its controlling Affiliate with or by a Third Party which would result in more than fifty percent ( 50 % ) of thetotal voting power of the capital stock being transferred to a Third Party, or ( c ) a change in the composition of suchParty ’s, or its controlling Affiliate ’s, board of directors ( the ) over a period of twelve ( 12 ) consecutive months orless such that a majority of such Board ’s members cease by reason of one or more contested elections for Boardmembership to be comprised of individuals whose election is endorsed by a majority of the members of such Boardimmediately before the date of election