definiens: means, with respect to a Party, that : ( a ) any Thi rd Party acquires directly or indirectly the beneficial ownership of any voting s ecurity of such Party, or if the percentage ownersh ip of such Third Party in the voting securities of such Party is increased through stock redemption, cancellation, or other recapitalization, and immediately after such acquis ition or increase such Third Party is, directly or indirectly, the beneficial owner of voting securities representing more than fifty ( 50 % ) of the total voting power of all of the then outstanding voting securities of such Party ; ( b ) a merger, consolidation, recapitalization, or re organization of such Party is consummated which results in share holders or equity holders of such Party immediately prior to such transaction, no longer owning at least fifty ( 50 % ) of the outstanding voting securities of the su rviving entity ( or its parent entity ) immediately following such t ransaction ; or ( c ) there is a sale or transfer to a Third Party of all or substantially all of such Party ’s consolidat ed assets taken as a whole, through one or more rel ated transactions