definiens: means, with respect to a Party ( a ) the acquisitio n of beneficial ownership, directly or indirectly, by any Third Party of secur ities or other voting interest of such Party repres enting a majority or more of the combined voting power of su ch Party ’s then outstanding securities or other vot ing interests, ( b ) any merger, reorganization, consolid ation or business combination involving such Party with a Third Party that results in the holders of benefici al ownership ( other than by virtue of obtaining irr evocable proxies ) of the voting securities or other voting i nterests of such Party ( or, if applicable, the ulti mate parent of such Party ) immediately prior to such merger, reorg anization, consolidation or business combination ce asing to hold beneficial ownership of more than ( 50 % ) of the combined voting power of the surviving entity imme diately after such merger, reorganization, consolidation or business combination, or ( c ) any sale, lease, exch ange, contribution or other transfer ( in one transaction or a series of related transactions ) of all or subs tantially all of the assets of such Party to which this Agreement re lates to a Third Party, other than a sale or dispos ition of such assets to an Affiliate of such Party