definiens: means, with respect to a Party, any of the followingevents : ( a ) any Third Party ( or group of Third Parties acting in concert ) acquires, directly orindirectly, shares of such Party representing at least a majority of the voting power ( where votingrefers 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, ineither event pursuant to a transaction in which at least a majority of the voting power of theacquiring or resulting entity outstanding immediately after such consolidation or merger is notheld by the holders of the outstanding voting power of such Party immediately preceding suchconsolidation or merger ; or ( c ) such Party conveys or transfers title to all or substantially all of itsassets to a Third Party