definiens: means, with respect to a Party, that : ( a ) any Third Party acquires directly or indirectly the beneficial ownership of any voting security of such Party, or if the percentage ownership of such Third Party in the voting securities of such Party is increase d through stock redemption, cancellation, or other recapitalization, and immediately after such acquisition or increase such Third Party is, directly or indirectly, the beneficial owner of voting securities representing at least 50 % of the total voting pow er of all of the then outstanding voting securities of such Party ; ( b ) a merger, consolidation, recapitalization, or reorganization of such Party is consummated which would result in shareholders or equity holders of such Party immediately prior to such tr ansaction, no longer owning at least 50 % of the outstanding voting securities of the surviving entity ( or its parent entity ) immediately following such transaction ; or ( c ) there is a sale or transfer to a Third Party of all or substantially all of such Par ty ’s consolidated assets taken as a whole, through one or more related transactions