definiens: means, with respect to a party : ( a ) any merger, r eorganization, consolidation, or other business combination of such party with a third par ty that results in the voting securities of such pa rty outstanding immediately prior thereto ceasing to represent at l east fifty percent ( 50 % ) of the combined voting pow er of the surviving entity immediately after such merger, reo rganization, consolidation, or other business combi nation ; ( b ) a third party becoming the beneficial owner of fift y percent ( 50 % ) or more of the combined voting powe r of such party in a single transaction or series of related transactions ; or ( c ) the sale, transfer, exchange o r other disposition to a third party of all or substantially all of a p arty ’s assets or business relating to this Agreemen t ( whether alone or in connection with a sale, transfer, exchange or other disposition of other assets or businesses of such party )