definiens: means, with respect to a Party, that : ( a ) any thi rd party acquires directly or indirectly the beneficial ownership of any voting security of such Party, or if the percentage ownership of such thir d party in the voting securities of such Party is increased th rough stock redemption, cancellation, or other reca pitalization, and immediately after such acquisition or increase such third party is, directly or indirectly, the be neficial owner of voting securities representing more than 50 % of the total voting power of all of the then outstandi ng voting securities of such Party ; ( b ) any merger, consolida tion, recapitalization, or reorganization of such P arty is consummated that would result in shareholders or eq uity holders of such Party immediately prior to suc h transaction owning 50%or less of the outstanding vo ting securities of the surviving entity ( or its par ent entity ) immediately following such transaction ; ( c ) the sha reholders or equity holders of such Party approve a ny plan of complete liquidation of such Party, or an agreement for the sale or disposition by such Party of all o r substantially all of such Party ’s assets, in each case, through o ne or more related transactions, other than to an A ffiliate or pursuant to one or more related transactions that w ould result in shareholders or equity holders of su ch Party immediately prior to such transaction owning more t han 50 % of the outstanding voting securities of the surviving entity ( or its parent entity ) immediately following such transaction ; or(d ) the sale or transfer to an y third party, in one or more related transactions, of all or subs tantially all of such Party ’s consolidated assets t aken as a whole