definiens: shall mean, with respect to a P arty, ( a ) a merger or consolidation of such Party with a Third Party that results in the voting securities of such Party outstanding immediately p rior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to repre sent more than fifty percent ( 50 % ) of the combined voting pow er of the surviving entity or the parent of the sur viving entity immediately after such merger or consolidation ; ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, ( i ) becomes th e direct or indirect beneficial owner of more than fifty percent ( 50 % ) of the combined voting power of the outstandi ng securities, and ( ii ) acquires the ability to app oint a majority of the board of directors, of such Party ; or ( c ) th e sale or other transfer to a Third Party of all or substantially all of such Party ’s and its Affiliates ’ assets