definiens: means, with respect to a Party, any of the following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) acquires, directly or indirectly, shares of such Party representing at least a majority of the voting power ( where voting refers to being entitled to vote for the election of directors ) then outstanding of such Party ; ( b ) such Party consolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a Third Party consolidates with or merges into such Party, in either event pursuant to a transaction in which at least a majority of the voting power of the acquiring or re sulting entity outstanding immediately after such consolidation or merger is not held by the holders of the outstanding voting power of such Party immediately preceding such consolidation or merger ; or ( c ) such Party conveys or transfers title to all or su bstantially all of its assets to a Third Party