definiens: means, with respect to a Party, ( a ) a merger or consolidation of such Party with a Third Party that results in the voting securities o f such Party outstanding immediately prior thereto, or any securities into which such voting securities ha ve been converted or exchanged, ceasing to represen t more than fifty percent ( 50 % ) of the combined votin g power of the surviving entity or the parent of th e surviving entity immediately after such merger or c onsolidation, or ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of mor e than fifty percent ( 50 % ) of the combined voting pow er of the outstanding securiti es of such Party, or ( c ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s business, in e ach case, other than in connection with the issuance or sale of equity securities for financing purposes