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 ownership of such Third Party in the voting securities of suc h Party is increased through stock redemption, cancellation, or other recapitalization, and immedi ately after such acquisition or increase such Third Party is, direct ly or indirectly, the beneficial owner of voting se curities representing at least 50 % of the total voting power of all of the then outstanding v oting securities of such Party ; ( b ) a merger, consolidation, recapitalization, or reorganization of such Party i s consummated which would result in shareholders or equity holders of such Party immedi ately prior to such transaction, no longer owning a t least 50 % of the outstanding voting securities of t he surviving entity ( or its parent entity ) immediat ely following such transaction ; or ( c ) there is a sale or transfe r to a Third Party of all or substantially all of such Party ’s consolidated assets taken as a whole, through one or more related transactions