definiens: means, with respect to a Party, ( a ) a merger or c onsolidation of such Party with a Third Party which results in the voting secu rities of such Party outstanding immediately prior thereto ceasing to represent at least fifty percent ( 50 % ) of the co mbined voting power of the surviving entity immedia tely after such merger or consolidation, ( b ) except in the cas e of a bona fide equity financing in which a Party issues new shares of its capital stock, a transaction or serie s of related transactions in which a Third Party, t ogether with its Affiliates, becomes the beneficial owner of fifty p ercent ( 50 % ) or more of the combined voting power o f the outstanding securities of such Party, or ( c ) the sa le or other transfer to a Third Party of all or sub stantially all of such Party ’s business to which the subject matter o f this Agreement relates