definiens: means, with respect to a Party, any of the following events : ( a ) any Third Party becomes the beneﬁcialowner, directly or indirectly, as a result of a single transaction or a series of related transactions, of 50 % or more of the total voting power of all classes ofshares of capital stock or other interests of such Party ( or, if applicable, a parent of such Party ) then outstanding and normally entitled to vote in thegeneral election of directors of such Party ( ), ( b ) such Party ( or, if applicable, a parent of such Party ) consolidates with or merges into aThird Party, or any such Third Party consolidates with or merges into such Party ( or, if applicable, a parent of such Party ), in either event pursuant to atransaction in which 50 % or more of the total voting power of all Voting Stock of the surviving entity then outstanding is not held by the Persons holding atleast 50 % of the total voting power of all Voting Stock of such Party ( or, if applicable, a parent of such Party ) outstanding immediately prior to suchconsolidation or merger ; or ( c ) such Party ( or, if applicable, a parent of such Party ) conveys, transfers or leases all or substantially all of its assets to aThird Party