definiens: means, with respect to a Party, the occurrence of any of the following events : ( a ) The acquisition of a Party by another person or entity by means of any transaction or series of re lated transactions ( including, without limitation, any re organization, merger or consolidation ), or the sale of all or substantially all of the assets of the Party, unles s, in connection with such acquisition or sale of a ssets, the Party ’s shareholders as constituted immediately prior to su ch acquisition or sale shall, immediately after suc h acquisition or sale ( by virtue of securities issued as consider ation for the Party ’s acquisition or sale or otherw ise ) have ( as defined in Rule 13d-3 un der the Securities and Exchange Act of 1934, as ame nded ( the ) ) of securities of the surviving or acquiring person or entity representing more than f ifty percent ( 50 % ) of the combined voting power of the surviving or acquiring person or entity ordinarily having th e right to vote at elections of directors ; ( b ) The shareholders of the Party approve a plan of complete liquidation of the Party ; or ( c ) Any transaction or series of related transactio ns to which a Party is a party in which ownership o f in excess of fifty percent ( 50 % ) of the Party ’s outsta nding voting power is transferred and as a result o f which the holders of the voting power of the outstanding capi tal stock of such Party immediately prior to such t ransaction, own less than fifty percent ( 50 % ) of the then outst anding capital shares of securities or equity entit led to vote generally in the election of the directors ( or othe r managing authority ) of such Party immediately fol lowing such transaction