definiens: shall mean, with respect to a Party : ( a ) the acquisition ( in atransaction or series of related transactions ) by any Third Party, together with its Affiliates, ofbeneficial ownership of fifty percent ( 50 % ) or more of the then outstanding securities orcombined voting power of such Party, other than acquisitions by employee benefit planssponsored or maintained by such Party ; ( b ) the consummation of a business combination(including a merger or consolidation ) involving such Party with a Third Party, unless, followingsuch business combination, the stockholders of such Party immediately prior to such businesscombination beneficially own directly or indirectly more than fifty percent ( > 50 % ) of the thenoutstanding securities or combined voting power of the surviving entity or the parent of thesurviving entity immediately after such business combination ; or ( c ) the sale or other transfer toa Third Party of 4 all or substantially all of such Party ’s and its Affiliates ’ assets or business relating to the subjectmatter of the Agreement