definiens: means, with respect to a Par ty : ( a ) any transaction or series of related transactions pursuant to which a Third Part y that does not, itself or together with its Affili ates, prior thereto beneficially own at least fifty percent ( 50 % ) of the voting power of the outstanding securitie s of such Party acquires or otherwise becomes the beneficial owner of securities of such Party representing at l east fifty percent ( 50 % ) of the voting power of the then outst anding securities of such Party with respect to the election of directors ; or ( b ) a merger ( including a reverse tri angular merger ), reorganization, consolidation, sha re exchange, or similar transaction including the sale of all or substantially all of the assets of the company, in each case involving such Party in which the holders of voting securities of such Party outstanding immedia tely prior thereto and their Affiliates cease to hold voting s ecurities that represent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity immed iately after such merger, reorganization, consolida tion, share exchange, or similar transaction