definiens: means, with respect to a Party, any of the follow ing events : ( a ) any Third Party ( or group of Third Parties acting in concert ) acquires, directly or indirectly, shares of such P arty representing at least a majority of the voting powe r ( where, for purposes of this definition, voting r efers to being entitled to vote for the election of directors ) the n outstanding of such Party ; ( b ) ( i ) such Party con solidates with or merges into another corporation or entity which is a Third Party, or ( ii ) any corporation or entity which is a Third Party consolidates with or merges into ( x ) su ch Party or ( y ) any entity which holds, directly or indirectly, at least a majority of the voting power of such Par ty ( a ), in each event pursuant to a transaction in which at least a majority of the voting power of the acquiring or resulting entity outstanding imme diately after such consolidation or merger is not held by the hol ders of the outstanding voting power of such Party or Parent Entity immediately preceding such consolidation or merger ; or ( c ) such Party or Parent Entity conveys, transfers, licenses and/or leases all or substantially all of its respective assets to a Third Party