definiens: means, with respect to Repare and a Third Party [ * * * ], ( a ) a merger or consolidation of Repare with such Third Party that results in the voting securities of Repare outstand ing immediately prior thereto, or any securities into w hich such voting securities have been converted or exchanged, ceasing to represent more than 50 % of the combined voting power of the surviving entity or the parent of the surviving entity immediately after such merger or c onsolidation, or ( b ) a transaction or series of rel ated transactions in which such Third Party, together wi th its affiliates, becomes the direct or beneficial owner of more than 50 % of the combined voting power of the o utstanding securities of Repare, or ( c ) the sale or other transfer to such Third Party of all or substantiall y all of Repare ’s business to which the subject mat ter of this Agreement relates . Notwithstanding anything to the contrary in this paragraph, the sale of equity secu rities for capital raising purposes in a financing transaction shall not be deemed to result in a Change of Contr ol