definiens: means, with respect to a Party ( a ) the acquisition of beneficial ownershi p, directly or indirectly, by any Third Party of secur ities or other voting interest of such Party ( or, i f applicable, a parent of such Party ) representing a majority or mo re of the combined voting power of such Party ’s ( or, if applicable, a parent of such Party ) then outstandin g securities or other voting interests, ( b ) any mer ger, reorganization, consolidation or business combinati on involving such Party ( or, if applicable, a paren t of such Party ) with a Third Party that results in the holde rs of beneficial ownership of the voting securities or other voting interests of such Party ( or, if applicable, a paren t of such Party ) immediately prior to such merger, reorganization, consolidation or business combination ceasing to ho ld beneficial ownership of more than fifty percent ( 50 % ) of the combined voting power of the surviving entity i mmediately after such merger, reorganization, conso lidation or business combination, or ( c ) any sale, lease, ex change, contribution or other transfer to a Third P arty ( in one transaction or a series of related transactions ) of all or substantially all of the consolidated asset s of such Party to which this Agreement relates