definiens: means, with respect to a Party, that : ( a ) any Third P arty acquires directly or indirectly the beneﬁcialownership of any voting security of such Party, or if the pe rcentage ownership of such Third Party in the voting securi ties ofsuch Party is increased through stock redemption, cancellatio n, or other recapitalization, and immediately after suchacquisition or increase such Third Party is, directly or indi rectly, the beneﬁcial owner of voting securities represent ing morethan 50 % of the total voting power of all of the the n outstanding voting securities of such Party ; ( b ) a merger, consolidation, recapitalization, or reorganization of such Party is consumm ated that would result in shareholders or equity holder s of anyThird Party immediately prior to such transaction, owning more than 50 % of the outstanding voting securities of t hesurviving entity ( or its parent entity ) immediately follo wing such transaction ; or ( c ) there is a sale or transfer t o a Third Partyof all or substantially all of such Party ’s consolidated asset s taken as a whole, in each of ( a ) through ( c ) through o ne ormore related transactions