definiens: means, with respect to a Party, ( a ) a merger or c onsolidation of such Party with a Third Partythat results in the voting securities of such Party outstanding immediately prior thereto ceasing to r epresent at least fiftypercent ( 50 % ) of the combined voting power of the s urviving entity immediately after such merger or co nsolidation, or ( b ) atransaction or series of related transactions in wh ich a Third Party, together with its Affiliates, be comes the beneficial owner offifty percent ( 50 % ) or more of the combined voting power of the outstanding 1.securities of such Party, or ( c ) the sale or other transfer to a Third Party of all or substantially a ll of such Party ’s assets . TheThird Party in any of ( a ), ( b ) or ( c ), and any of s uch Third Party ’s Affiliates ( other than the acquir ed Party and its Affiliates asin existence prior to the applicable transaction ) a re referred to collectively as the