definiens: means with respect to either Party : ( a ) the acqui sition by a Third Party, in one transaction or a series of related transactions, of direct or indirect beneficial ownership of mor e than fifty percent ( 50 % ) of the then outstanding voting equity securities or other voting interests of such Party ( excluding, for clarity, an acquisition by a Third Party where the stockholders of such acquired Entity immediatel y prior to such transaction hold a majority of the voting shar es of outstanding capital stock of the surviving en tity immediately following such 2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOS ED transaction ) ; ( b ) any merger, reorganization, conso lidation or business combinations involving such Pa rty, as a result of which a Third Party acquires direct or in direct beneficial ownership of more than fifty perc ent ( 50 % ) of the voting power of the surviving entity immediatel y after such merger, reorganization or consolidatio n ; or ( c ) a sale of all or substantially all of the assets of s uch Party in one transaction or a series of related transactions to a Third Party . The acquiring or combining Third Party in any of ( a ), ( b ) or ( c ), and any of such Third P arty ’s Affiliates ( whether in existence as of or any time following the applicable transaction, but other tha n the acquired Party and its Affiliates as in existence prior to t he applicable transaction or Affiliates it controls after the applicable transaction ) are referred to collectively herein as the