definiens: means, with respect to a Party, whether effected in a single transaction or a series of related transactions ( a ) the acquisition of benefic ial ownership, directly or indirectly, by any Perso n ( other than such Party or an Affiliate of such Party, and other than by virtue of obtaining irrevocable proxi es ) of securities or other voting interest of such Party r epresenting a majority or more of the combined voti ng power of such Party ’s then - outstanding securities o r other voting interests, excluding bona fide prefe rred equity financings ; ( b ) any merger, reorganization, consolidation, share exchange or business combinati on involving such Party that results in the holders of beneficial ownership ( other than by virtue of obta ining irrevocable proxies ) of the voting securities or ot her voting interests of such Party ( or, if applicab le, the ultimate parent of such Party ) immediately prior to such merger, reorganization, consolidation or busi ness combination ceasing to hold beneficial ownership of at least fifty percent ( 50 % ) of the combined votin g power of the surviving entity immediately after suc h merger, reorganization, consolidation, share exchange, business combination or similar transacti on ; ( c ) any sale, lease, exchange, contribution, tr ansfer or other disposition of all or substantially all of the assets of such Party to which this Agreement r elates, other than the sale or other disposition of such as sets to an Affiliate of such Party ; or ( d ) the appr oval of any plan or proposal for the liquidation or dissolu tion of such Party ; provided that, with respect to Iterum, a Change of Control of Parent or a Change of Control of Licensee shall be deemed to be a Change of Contr ol of Iterum