definiens: means a transaction or series of related transactions that results in ( a ) the holders ofoutstanding voting securities of a Party immediately prior to such transaction ceasing to represent at least [ * * * ] of the combined outstanding voting power of that Party, or if the surviving entity ( or its parent ) into which thatParty may have merged or been combined, immediately after such transaction or series of transactions ; ( b ) anyThird Party ( other than a trustee or other fiduciary holding securities under an employee benefit plan ) becomingthe beneficial owner of [ * * * ] of the combined voting power of the outstanding securities of a Party, including asa single Third Party all Third Parties who act together as a for purposes of acquiring shares of a Party, as referenced in Section 13(d ) of the Securities Act of 1934 ; or ( c ) a sale or other disposition to a Third Party ofall or substantially all of a Party ’s assets or business