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 more than fifty percent ( 50 % ) of the combined voting pow er of the surviving entity or the parent of the sur viving entity immediately after such merger or consolidation, or ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of more than fifty percent ( 50 % ) of the combined voting power of the outstanding securities of such Party, or ( c ) the sale or other transfer t o a Third Party of all or substantially all of such Party ’s busines s or assets to which this Agreement relates, but in any event, excluding any consolidation or merger effected excl usively to change the domicile of a Party, any tran saction or series of transactions effected principally for a b ona fide financing transaction, or a stock sale to underwriters in a public offering . The acquiring or combining Third P arty in any of ( a ), ( b ) or ( c ), and any of such Thi rd Party ’s Affiliates ( other than the acquired Party and its A ffiliates as in existence prior to the applicable t ransaction ) are referred to collectively herein as the 1.11