definiens: means, with respect to a Party ( or its ultimate parent ), ( a ) a merger, acquisition, consolidation orreorganization of such Party ( or its ultimate parent ) with a Third Party that results in the voting securities of such Party ( or its ultimate parent)outstanding immediately prior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing torepresent more than fifty percent ( 50 % ) of the combined voting power of the surviving entity or the parent of the surviving entity immediatelyafter such merger or consolidation, or ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the ( as such term is used in Section 13(d ) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3thereunder ( or, in each case, any successor thereto ), except that a Person shall be deemed to have of all shares thatany such Person has the right to acquire, whether such right may be exercised immediately or only after the passage of time ), directly orindirectly, of more than fifty percent ( 50 % ) of the combined voting power of the outstanding securities of such Party ( or its ultimate parent ), or(c ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s ( or its ultimate parent ’s ) business to which the subjectmatter of this Agreement relates ; provided that, with respect to the foregoing clauses ( a)—(c ), any transaction between a Party and a ThirdParty that is a Non - Affiliate Investor shall not be considered a for purposes of this Agreement