definiens: means, collectively : ( a ) any Third Party that, af ter the closing of a change of control, controls Genus ; and ( b ) such Third Party ’s Affiliat es existing immediately prior to the closing of suc h change of control . For the purposes of this definition, chang e of control means ( a ) a merger, reorganization or consolidation of Genus with or into a Third Party which results i n the voting securities of Genus outstanding immedi ately prior thereto ceasing to represent at least fifty percent ( 50 % ) of the combined voting power of the survivin g entity or the ultimate parent of the surviving entity immedia tely after such merger, reorganization or consolida tion, ( b ) a Third Party becoming the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of Genus other than as a res ult of a bona fide financing transaction of Genus or ( c ) the sale or other transfer to a Third Party of all or substa ntially all of Genus ’s business or assets to which this Agreement relates