definiens: means, with respect to the Comp any : ( a ) any transaction or series of related transactions pursuant to which a third part y that does not, itself or together with its Affili ates, prior thereto beneficially own more than fifty perc ent ( 50 % ) of the voting power of the outstanding securities of the Company acquires or otherwise bec omes the beneficial owner of securities of the Company representing more than fifty percent ( 50 % ) of the voting power of the then outstanding securities of the Company with respect to the elect ion of directors ; or ( b ) a merger ( including a reve rse triangular merger ), reorganization, consolidation, share exchange, or similar transaction involving th e Company in which the holders of voting securities o f the Company outstanding immediately prior thereto and their Affiliates cease to hold voting s ecurities that represent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity i mmediately after such merger, reorganization, consolidation, share exchange, or similar transacti on ; or ( c ) the Company sells all or substantially a ll of its assets to a third party