definiens: means, with respect to a Party, any of the following events : ( a ) any Third Party becomes the beneficialowner, directly or indirectly, as a result of a single transaction or a series of related transactions, of 50 % or more of the total voting power ofall classes of shares of capital stock or other interests of such Party ( or, if applicable, a parent of such Party ) then outstanding and normallyentitled to vote in the general election of directors of such Party ( ), ( b ) such Party ( or, if applicable, a parent of such Party)consolidates with or merges into a Third Party, or any such Third Party consolidates with or merges into such Party ( or, if applicable, aparent of such Party ), in either event pursuant to a transaction in which 50 % or more of the total voting power of all Voting Stock of thesurviving entity then outstanding is not held by the Persons holding at least 50 % of the total voting power of all Voting Stock of such Party(or, if applicable, a parent of such Party ) outstanding immediately prior to such consolidation or merger ; or ( c ) such Party ( or, if applicable, aparent of such Party ) conveys, transfers or leases all or substantially all of its assets to a Third Party