definiens: means, with respect to a Party, ( a ) a merger or consolidation ofsuch Party with a Third Party which results in the stockholders or equity holders of such Party not owning atleast fifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such mergeror consolidation, or ( b ) except in the case of a bona fide equity or debt financings, whether private or public, inwhich a Party issues new shares of its capital stock or securities convertible into shares of such Party, atransaction or series of related transactions in which a Third Party, together with its Affiliates, becomes thebeneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities ofsuch Party, or ( c ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s businessto which the subject matter of this Agreement relates