definiens: of s uch Party shall mean ( a ) a sale or conveyance of al l or substantially all of the assets of such Party to wh ich this Agreement relates ; ( b ) a consolidation, me rger or reorganization of such Party with or into any other company, limited liability company or other entity ( other than a wholly - owned subsidiary of such Party ) or other t ransaction or series of transactions in which the s tockholders of such Party immediately prior to the transaction fail to own fifty percent ( 50 % ) or more of the voti ng stock of the surviving company following the transaction ( ta king into account only stock of the company held by such stockholders prior to the transaction ) ; or ( c ) an a cquisition of shares from such Party or an Affiliat e or from the stockholders of such Party or an Affiliate immediat ely prior to such acquisition as a result of which a third party or group of third parties acquires control, directl y or indirectly, of fifty percent ( 50 % ) or more of the voting stock of such Party following such acquisition