definiens: means, with respect to a Party, any of the following events : ( a ) any Third Party ( or gr oup of Third Parties acting in concert ) acquires, d irectly or indirectly, shares of such Party representing at le ast a majority of the voting power ( where voting re fers to being entitled to vote for the election of directors ) the n outstanding of such Party ; ( b ) such Party consoli dates with or merges into another corporation or entity which is a Third Party, or any corporation or -34- 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 resulting entity outstanding imme diately after such consolidation or merger is not held by the hol ders of the outstanding voting power of such Party immediately preceding such consolidation or merger ; or ( c ) such Party conveys, transfers, licenses, and/or leases all or substantially all of its assets to a Third Party ( t he resulting entity following the consummation of a Business Combination of a Party, the )