definiens: means, with respect to a Party, that : ( a ) any ThirdParty acquires directly or indirectly the beneficial ownership of any voting security ofsuch Party, or if the percentage ownership of such Third Party in the voting securitiesof such Party is increased through stock redemption, cancellation, or otherrecapitalization, and immediately after such acquisition or increase such Third Partyis, directly or indirectly, the beneficial owner of voting securities representing morethan fifty percent ( 50 % ) of the total voting power of all of the then outstanding votingsecurities of such Party ; ( b ) a merger, consolidation, recapitalization, orreorganization of such Party is consummated that would result in shareholders orequity holders of such Party immediately prior to such transaction owning fifty percent(50 % ) or less of the outstanding voting securities of the surviving entity ( or its parententity ) immediately following such transaction ; ( c ) the shareholders or equity holdersof such Party approve a plan of complete liquidation of such Party, or an agreementfor the sale or disposition by such Party of all or substantially all of such Party’sassets, other than to an Affiliate or pursuant to a transaction that would result inshareholders or equity holders of such Party immediately prior to such transactionowning more than fifty percent ( 50 % ) of the outstanding voting securities of thesurviving entity ( or its parent entity ) immediately following such transaction ; or ( d ) thesale or transfer to a Third Party of all or substantially all of such Party ’s consolidatedassets taken as a whole