definiens: means, with respect to either Party, ( a ) the sale of all or substantiallyall of such Party ’s assets or business relating to this Agreement ; ( b ) a merger ( including a reversetriangular merger ), consolidation, share exchange or other similar transaction involving suchParty and any Third Party which results in the holders of the outstanding voting securities of suchParty, or any Affiliate that controls such Party directly or indirectly, immediately before suchmerger, consolidation, share exchange or other similar transaction ceasing to hold more than fiftypercent ( 50 % ) of the combined voting power of the surviving, purchasing or continuing entityimmediately after such merger, consolidation, share exchange or other similar transaction, or(c ) the acquisition by a person or entity, or group of persons or entities acting in concert, of morethan fifty percent ( 50 % ) of the outstanding voting equity securities of such Party ; in all cases ofclauses ( a)–(c ), where such transaction is to be entered into with any person or group of personsother than the other Party or its Affiliates