definiens: means, with respect to a Party : ( a ) the acquisiti on by a Third Party of more than fifty percent ( 50 % ) of either ( i ) the then out standing shares of common stock of such Party or ( i i ) the combined voting power of the then outstanding votin g securities of such Party entitled to vote general ly in the election of directors of such Party, or, if the per centage ownership of such Third Party in the voting securities of such Party is increased through stock redemption, c ancellation, or other recapitalization, such Third Party becoming, immediately after such increase, directly or indirectly, the beneficial owner of voting secu rities representing more than fifty percent ( 50 % ) of the t otal voting power of all of the then outstanding vo ting securities of such Party ; ( b ) the consummation of a merger, co nsolidation, recapitalization, or reorganization of such Party involving any Third Party, other than any such tran saction that would result in shareholders or equity holders of such Party immediately prior to such transaction ow ning more than fifty percent ( 50 % ) of the outstandi ng voting securities of the surviving entity ( or its parent e ntity ) immediately following such transaction ; or ( c ) the sale or transfer to a Third Party, in one or more related t ransactions, properties or assets representing all or substantially all of such Party ’s business or assets at the time of s uch sale or transfer