definiens: means, with respect to a Party ( a ) the acquisition ofbeneficial ownership, directly or indirectly, by any Third Party of securities or other voting interestof such Party representing a majority or more of the combined voting power of such Party ’s thenoutstanding securities or other voting interests, ( b ) any merger, reorganization, consolidation orbusiness combination involving such Party with a Third Party that results in the holders ofbeneficial ownership ( other than by virtue of obtaining irrevocable proxies ) of the voting securitiesor other voting interests of such Party ( or, if applicable, the ultimate parent of such Party)immediately prior to such merger, reorganization, consolidation or business combination ceasingto hold beneficial ownership of more than 50 % of the combined voting power of the survivingentity immediately after such merger, reorganization, consolidation or business combination, or(c ) any sale, lease, exchange, contribution or other transfer to a Third Party ( in one transaction ora series of related transactions ) of all or substantially all of the assets of such Party to which thisAgreement relates . The acquiring or combining Third Party in any of clause ( a ), ( b ) or ( c ), isreferred to herein as the