definiens: means, with respect to a Party, ( a ) a merger or c onsolidation of such Party with a Third Party that results in the voting securities of such Party outstanding immediately p rior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to repre sent at least fifty percent ( 50 % ) of the combined voting po wer of the surviving entity or the parent of the su rviving entity immediately after such merger or consolidati on, ( b ) a transaction or series of related transact ions in which a Third Party, together with its Affiliates, become s the beneficial owner of fifty percent ( 50 % ) or mo re of the combined voting power of the outstanding securities of such Party or ( c ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s a ssets or all or substantially all of such Party ’s a ssets to which this Agreement relates