definiens: means, with respect to a Party, ( a ) a merger, con solidation, recapitalization, or reorganization of such Party with a Third Party that results in th e holders of beneficial ownership ( other than by vi rtue of obtaining irrevocable proxies for purposes of management voti ng on matters as directed by beneficial owners ) of the voting securities of such Party outstanding immediately pr ior thereto, or any securities into which such voti ng securities have been converted or exchanged, ceasing to hold b eneficial ownership of more than 50 % of the combine d voting power of the surviving entity or the parent of the surviving entity immediately after such merger, con solidation, recapitalization, or reorganization, ( b ) a transact ion or series of related transactions in which a Th ird Party, together with its Affiliates, becomes the direct or indirect beneficial owner of more than 50 % of the combined voting power of the outstanding securities of such Party, or ( c ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s and its controlled Affiliates ’ assets . Notwithstanding the foregoing, any transact ion or series of transactions effected for the purpose of financing the operations of the applicable Party or changing the form or jurisdiction of organization of such Party ( such as an initial public offering or other offering of eq uity securities to non - strategic investors or corporate reorganization ) will not be deemed a for purp oses of this Agreement