definiens: means, with respect to a Party, that : ( a ) any Third Party acquiresdirectly or indirectly the beneficial ownership of any voting security of such Party, or if thepercentage ownership of such Third Party in the voting securities of such Party isincreased through stock redemption, cancellation, or other recapitalization, andimmediately after such acquisition or increase such Third Party is, directly or indirectly, the beneficial owner of voting securities representing at least 50 % of the total votingpower of all of the then outstanding voting securities of such Party ; ( b ) a merger, consolidation, recapitalization, or reorganization of such Party is consummated whichwould result in shareholders or equity holders of such Party immediately prior to suchtransaction, owning at least 50 % of the outstanding voting securities of the survivingentity ( or its parent entity ) immediately following such transaction ; or ( c ) there is a sale ortransfer to a Third Party of all or substantially all of such Party ’s consolidated assetstaken as a whole, through one or more related transactions