definiens: means, with respect to any Party, the consummation of any transaction ofthe following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the stock then outstanding of suchParty normally entitled to vote in elections of directors ; ( b ) such Party consolidates with or merges into anothercorporation or entity, or any corporation or entity consolidates with or merges into such Party, in either event pursuantto a transaction in which more than fifty percent ( 50 % ) of the total voting power of the stock outstanding of thesurviving entity normally entitled to vote in elections of directors is not held by the parties holding at least fifty percent(50 % ) of the outstanding shares of such Party immediately preceding such consolidation or merger ; ( c ) such Partyconveys, transfers or leases all or substantially all of its assets to a Third Party, or ( d ) any other arrangementwhereby a Third Party controls or has the right to control the board of directors or equivalent governing body that hasthe ability to cause the direction of the management or policies of such Party