definiens: of a Party means ( a ) a merger o r consolidation of such Party with a Third Party that results in the voting securities of such Party outstanding immediately prior thereto ceasin g to represent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after su ch merger or consolidation, or ( b ) a transaction or series of re lated transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty p ercent ( 50 % ) or more of the combined voting power o f the outstanding securities of such Party, or ( c ) the sa le or other transfer, directly or indirectly, to a Third Party of all or substantially all of such Party ’s assets to whic h the subject matter of this Agreement relates, exc ept in connection with the issuance of equity securities for financin g purposes or to change the domicile of a Party ( in each case ( a ) – ( c ), inclusive, such Third Party, the )