definiens: means with respect to a Party, any of the following events : ( a ) any Third Party ( or group of Third Parties a cting in concert ) acquires, directly or indirectly, shares of such Party representing fifty percent ( 50 % ) or more of the voting shares ( where voting includes being entitled to vote for the election of directors ) then outstanding of such Party ; ( b ) such Party consolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a Third Party consolidates with 3 or merges into such Party, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the voting shares of the acquiring or resulting entity ( including, in the event of a transaction in which such Party becomes a wholly - owned subsidiary of another entity, the parent entity of such acquiring or resulting entity ) outstanding immediately after such consolidation or merger are not held by the holders of the outstand ing voting shares of such Party immediately preceding such con solidation or merger ; or ( c ) such Party conveys, transfers or leases all or substantially all of its assets to a Third Party