definiens: means with respect to a Person, any of the following events : ( a ) any Third Party ( or group of Third Parties acting inconcert ) acquires, directly or indirectly, shares of such Person representing [ * * * ] ( [ * * * ] % ) or more of the voting shares ( where voting refers tobeing entitled to vote for the election of directors ) then outstanding of such Person ; ( b ) such Person consolidates with or merges into anothercorporation or entity which is a Third Party, or any corporation or entity which is a Third Party consolidates with or merges into such Person, in either event pursuant to a transaction in which more than [ * * * ] ( [ * * * ] % ) of the voting shares of the acquiring or resulting entity outstandingimmediately after such consolidation or merger is not held by the holders of the outstanding voting shares of such Person immediatelypreceding such consolidation or merger ; or ( c ) such Person conveys, transfers or leases all or substantially all of its assets to a Third Party ; itbeing understood that, with respect to any Subsidiary, references to in this definition shall include [COMPANY]