definiens: means, with respect to a Party, ( a ) a merger, consolidation, recapitalization, or reorganization of such Party witha Third Party that results in the voting securities of such Party outstanding immediately prior thereto, or any securities into which suchvoting securities have been converted or exchanged, ceasing to represent at least 50 % of the combined voting power of the survivingentity or the parent of the surviving entity immediately after such merger, consolidation, recapitalization, or reorganization, ( b ) atransaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the direct or indirect beneficialowner of 50 % or more of the combined voting power of the outstanding securities of such Party, or ( c ) the sale or other transfer to aThird Party of all or substantially all of such Party ’s and its controlled Affiliates ’ assets relating to the subject matter of this Agreement