definiens: means, with respect to a Party ( a ) the acquisitio n of beneficial ownership, directly or indirectly, by any Third Party of securities or other voting interest of such Party representing a majority or more of th e combined voting power of such Party ’s then outstanding secur ities or other voting interests, ( b ) any merger, re organization, consolidation or business combination involving suc h Party with a Third Party that results in the hold ers of beneficial ownership ( other than by virtue of obtai ning irrevocable proxies ) of the voting securities or other voting interests of such Party ( or, if applicable, the ultimate parent of such Party ) immediately prio r to such merger, reorganization, consolidation or business c ombination ceasing to hold beneficial ownership of more than ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, reorganizati on, consolidation or business combination, or ( c ) any s ale, lease, exchange, contribution or other transfe r ( in one transaction or a series of related transactions ) of all or substantially all of the assets of such Par ty to which this Agreement relates to a Third Party, other than a sa le or disposition of such assets to an Affiliate of such Party