definiens: means, with respect to a Party, any of the followingevents:(a ) any Third Party or group of Third Parties acting in concert becomes thebeneficial owners, directly or indirectly, of fifty percent ( 50 % ) or more of the combined votingpower of the then outstanding voting securities or equity interest entitled to vote generally in theelection of directors ( or similar body ) of such Party or any of its direct or indirect parentcompanies ( the ) ; ( b ) the consummation of any acquisition, merger or consolidation involving anyThird Party or group of Third Parties acting in concert and a Party ( a ), in which ( i ) more than fifty percent ( 50 % ) of the total voting power of the stockoutstanding of the surviving entity normally entitled to vote in elections of members of the boardof directors ( or similar body ) is not held by the parties holding at least fifty percent ( 50 % ) of theOutstanding Voting Securities of such Party preceding the execution of the initial agreementproviding for such Business Combination Transaction, or ( ii ) less than fifty percent ( 50 % ) of themembers of the board of directors ( or similar body ) of the surviving entity were members of theboard of directors of such Party at thetime of the execution of the initial agreement providing for such Business CombinationTransaction ; or(c ) a Party or any of its Affiliates sells, transfers or leases, in one or more relatedtransactions, all or substantially all of its assets to any Third Party(ies ) or group of Third Partiesacting in concert