definiens: means, with respect to a party : ( a ) any merger, r eorganization, consolidation, or other business combination of such party with a third par ty that results in the voting securities of such pa rty outstanding immediately prior thereto ceasing to re present at least fifty percent ( 50 % ) of the combine d voting power of the surviving entity immediately after suc h merger, reorganization, consolidation, or other b usiness combination ; ( b ) a third party becoming the benefic ial owner of fifty percent ( 50 % ) or more of the com bined voting power of such party in a single transaction or series of related transactions ; or ( c ) the sale, transfer, exchange or other disposition to a third party of a ll or substantially all of a party ’s assets or busi ness relating to this Agreement ( whether alone or in connection with a sale, transfer, exchange or other disposition of other assets or businesses of such party )