definiens: means, with respect to a Party, ( a ) a merger or c onsolidation of such Party with a Third Partywhich results in the voting securities of such Part y outstanding immediately prior thereto ceasing to represent at leastfifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger orconsolidation, ( b ) a transaction or series of rela ted transactions in which a Third Party, together w ith its Affiliates, becomes the owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding secur ities of suchParty, ( c ) the sale or other transfer to a Third Pa rty of all or substantially all of such Party ’s bus iness to which thesubject matter of this Agreement relates, ( d ) the s tockholders or equity holders of such Party will ap prove a plan ofcomplete liquidation of such Party or an agreement for the sale or disposition by such Party of all or a substantialportion of such Party ’s assets, other than pursuant to the transaction as described above or to an Aff iliate, or ( e ) achange in the composition of the Board over a perio d of twelve ( 12 ) consecutive months or less such th at a majorityof the Board members ceases by reason of one or mor e contested elections by a Third Party for Board me mbershipto be comprised of individuals whose election is no t endorsed by a majority of the members of the Boar d immediatelybefore the date of election