definiens: means, with respect to Juno, ( a ) a merger orconsolidation of Juno with a third party which results in the voting securities of Junooutstanding immediately prior thereto ceasing to represent at least fifty percent ( 50%)of the combined voting power of the surviving entity immediately after such merger orconsolidation, ( b ) a transaction or series of related transactions in which a third party, together with its Affiliates, becomes the owner of fifty percent ( 50 % ) or more of thecombined voting power of Juno ’s outstanding securities other than through issuancesby Juno of securities of Juno in a bona fide financing transaction or series of relatedbona fide financing transactions, or ( c ) the sale or other transfer to a third party of all or3 substantially all of Juno ’s assets or all or substantially all of Juno ’s business to whichthis Agreement relates