definiens: means, with respect to a Party, any of the following events:(a ) any Third Party or group of Third Parties acting in concert becomes the beneficial owners, directly or indirectly, of fifty percent ( 50 % ) or more of the combined voting power of the then outstanding votingsecurities or equity interest entitled to vote generally in the election of directors ( or similar body ) of such Party or anyof its direct or indirect parent companies ( the ) ; ( b ) the consummation of any acquisition, merger or consolidation involving any Third Party or groupof Third Parties acting in concert and a Party ( a ), in which ( i ) more than fiftypercent ( 50 % ) of the total voting power of the stock outstanding of the surviving entity normally entitled to vote inelections of members of the board of directors ( or similar body ) is not held by the parties holding at least fifty percent(50 % ) of the Outstanding Voting Securities of such Party preceding the execution of the initial agreement providing forsuch Business Combination Transaction, or ( ii ) less than fifty percent ( 50 % ) of the members of the board of directors(or similar body ) of the surviving entity were members of the board of directors of such Party at the time of theexecution of the initial agreement providing for such Business Combination Transaction ; or(c ) a Party or any of its Affiliates sells, transfers or leases, in one or more related transactions, all orsubstantially all of its assets to any Third Party(ies ) or group of Third Parties acting in concert