definiens: means, with respect to a Party, ( a ) a merger, reorganization or consolidation of such Party with or into a Third Party which results in the votingsecurities of such Party outstanding immediately prior thereto ceasing to represent at least fiftypercent ( 50 % ) of the combined voting power of the surviving entity or the ultimate parent of thesurviving entity immediately after such merger, reorganization or consolidation, ( b ) a Third Partybecoming theCertain information has been excluded from this agreement ( indicated by ) because suchinformation ( i ) is not material and ( ii ) would be competitively harmful if publicly disclosed.2 beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstandingsecurities of such Party other than as a result of a bona fide financing transaction of such Party or(c ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s business orassets to which this Agreement relates