definiens: means, with respect to a Party, ( a ) a bona fide merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction or series of related transactions involving the Party and aThird Party pursuant to which the stockholders of the Party immediately preceding such transaction or transactionshold less than a majority of the equity interests in the surviving or resulting entity of such transaction or transactions;(b ) any Third Party ( as such term is used in Sections 13(d ) and 14(d)(2 ) of the Securities Exchange Act of1934, as amended ) becomes a ( as such term is defined in Rule 13d-3 promulgated under such Act)(other than the applicable Party ), directly or indirectly, of securities of such Party ( or the surviving company of suchmerger, consolidation or other such transaction or transactions, as applicable ) representing fifty percent ( 50 % ) or moreof the combined voting power of such Party ’s ( or such surviving company ’s ) then outstanding securities ; or ( c ) a saleor other disposition in one or a series of related transactions by a Party of all or substantially all of such Party’sassets