definiens: means with respect to a Party, any of the followi ng events : ( a ) any Third Party ( or group of Third Parties acting in concert ) acquires, directly or indirectly, shares of such P arty representing fifty percent ( 50 % ) or more of the voting shares ( w here voting refers to being entitled to vote for th e election of directors ) then outstanding of such Party ; ( b ) such Party consolidates with or merges into another cor poration or entity which is a Third Party, or any corporation o r entity which is a Third Party consolidates with o r merges into such Party, in either event pursuant to a transacti on in which more than fifty percent ( 50 % ) of the vo ting shares of the acquiring or resulting entity outstanding immed iately after such consolidation or merger is not he ld by the holders of the outstanding voting shares of such Pa rty immediately preceding such consolidation or mer ger ; or ( c ) such Party conveys, transfers or leases all or subs tantially all of its assets to a Third Party