definiens: shall mean, with respect to MTPC, ( a ) amerger or consolidation of MTPC with a Competitive Third Party as of the closing, thatresults in the voting securities of MTPC outstanding immediately prior thereto, or anysecurities into which such voting securities have been converted or exchanged, ceasingto represent at least fifty percent ( 50 % ) of the combined voting power of the survivingentity or the parent of the surviving entity immediately after such merger orconsolidation, or ( b ) a transaction or series of related transactions in which aCompetitive Third Party, together with its Affiliates, becomes the beneficial owner of fiftypercent ( 50 % ) or more of the combined voting power of the outstanding securities ofMTPC, or ( c ) the sale or other transfer to a Competitive Third Party of all or substantiallyall of MTPC ’s business to which the subject matter of this Agreement relates