definiens: shall mean, with respect to a Person, any of the following transactions with a ThirdParty ( a ): ( a ) a merger or consolidation of such Person with the Third Party Acquirer whichresults in the holders of the voting securities of such Person outstanding immediately prior thereto ( other than theThird Party Acquirer, its and ( as such terms are used in the Exchange Act ) ) ceasing torepresent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity ( or, if applicable, its parentcompany ) immediately after such merger or consolidation ; ( b ) the sale to the Third Party Acquirer of all orsubstantially all of the business of such Person to which this Agreement relates ( whether by merger, consolidation, sale of stock, sale of assets or other similar transaction ) ; or ( c ) the Third Party Acquirer ( which shall not be anytrustee or other fiduciary holding securities under an employee benefit plan of such Person, or any corporation owneddirectly or indirectly by the stockholders of such Person, in substantially the same proportion as their ownership ofstock of such Person ), together with any of the Third Party Acquirer ’s or, as such terms areused in the Exchange Act, becoming the beneficial owner of fifty percent ( 50 % ) or more of the combined voting powerof the outstanding securities of such Person or by contract or otherwise having the right to control the Board ofDirectors or equivalent governing body of such Person or the ability to cause the direction of management of suchPerson