definiens: means, with respect to either P arty, ( i ) a merger, acquisition or consolidation wi th a Third Party which results in the voting securities of that Party outstanding immediately prior thereto ceasing to represent at least fifty percent ( 50 % ) of the combi ned voting power of the surviving entity immediatel y after such merger, acquisition or consolidation, ( ii ) a t ransaction or series of related transactions in whi ch a Third Party, together with its Affiliates, becomes the ow ner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of the Party, ( iii ) the sale or other transfer to a Third Party of all or substantially all of the Party ’s business to which the subject matter of this Agreement relates, ( iv ) the stockholders or equity holders of the Party shall a pprove a plan of complete liquidation of the Party or an agreement for the sale or disposition by the Party of all or a substantial portion of the Party ’s asse ts, other than pursuant to the transaction as described above or t o an Affiliate, or ( v ) a change in the composition of the Party ’s board of directors ( the ) over a period of t welve ( 12 ) consecutive months or less such that a m ajority of the Board members ceases by reason of one or more c ontested elections for Board membership to be compr ised of individuals whose election is endorsed by a majo rity of the members of the Board immediately before the date of election . In the case of each of sub - clauses ( i ), ( ii ) and ( iii ), such Third Party shall be referre d to herein as