definiens: means ( a ) a Party ( i ) merges or consolidates with any Third Party, or ( ii ) effectsany other transaction or series of related transactions involving the transfer of capital stock of such Party to a ThirdParty, other than a transaction in which such Party or underwriters for such Party sell securities of such Party ( A ) in apublic offering, or ( B ) directly to bona fide venture capital investors or bona fide institutional investors that routinelymake such investments for the potential financial return on such investments and not with any view to acquisition, inthe case of each of the foregoing clauses ( i ) and ( ii ) such that the stockholders of such Party immediately priorthereto, in the aggregate, no longer beneficially own more than fifty percent ( 50 % ) of the outstanding voting securitiesof the surviving entity or the ultimate parent of the surviving entity, following the closing of such merger, consolidation, other transaction or series of related transactions ; ( b ) such Party sells all or substantially all of itsbusiness or assets to which this Agreement relates to a Third Party ; or ( c ) any or ( as such terms aredefined under Section 13(d ) and 14(d ) of the United States Securities Exchange Act of 1934 ) obtains control ( asdefined in Section 1.1 ) of such Party