definiens: means, with respect to a Party, ( a ) the sale of all or substantially all of such Party’sassets or business relating to this Agreement ; ( b ) a merger ( including a reverse triangular merger ), consolidation, share exchange or other similar transaction involving such Party and any Third Party which results in the holders ofthe outstanding voting securities of such Party, or any Affiliate that controls such Party directly or indirectlyimmediately before such merger, consolidation, share exchange or other similar transaction, ceasing to hold fiftypercent ( 50 % ) or more of the combined voting power of the surviving, purchasing or continuing entity immediatelyafter such merger, consolidation, share exchange or other similar transaction, or ( c ) the acquisition by a person orentity, or group of persons or entities acting in concert, of more than fifty percent ( 50 % ) of the outstanding votingequity securities of such Party ; in all cases of clauses ( a)-(c ), where such transaction is to be entered into with anyperson or group of persons other than the other Party or its Affiliates