definiens: means a transaction or series of related transactions ( inclu ding any merger, consolidation, share exchange, reorganization or combination ) involving [COMPANY] and any Third Party that results in ( a ) the holders of outstanding voting securities of [COMPANY] immediately prior to such transaction ceasing to hold at leas t fifty percent ( 50 % ) of the combined outstanding voting power of [COMPANY] or of the surviving or continuing entity, immediately after such transaction or series of transactions ; ( b ) any Third Party becoming the beneficial owner of fifty percent ( 50 % ) or m ore of the combined voting power of the outstanding securities of [COMPANY], including as a single Third Party all Third Parties, who act together as a for purposes of acquiring shares of a Party, as referenced in Section 13(d ) of the Securities Exc hange Act of 1934, as amended ; or ( c ) the sale or other disposition to a Third Party of all or substantially all of [COMPANY] ’s assets or business to which this Agreement relates