definiens: means ( a ) a sale of all or substantially all of t he assets of Mirum to a Third Party ; ( b ) any consolidation or me rger of Mirum with or into any other corporation or other entity or person, or any other corporate reorganiza tion, in which the beneficial owners of the capital stock of Mirum immediately prior to such consolidation, merg er or reorganization have ( directly or indirectly ) less than fifty percent ( 50 % ) of the voting power of the surv iving entity ( or, if the surviving entity is a whol ly owned subsidiary, its parent ) immediately after such cons olidation, merger or reorganization ; or ( c ) any tra nsaction or series of related transactions to which Mirum is a party in which in excess of fifty percent ( 50 % ) of Mirum voting power ( including the power to vote for Mirum ’s board of directors ) is transferred to a Third Pa rty ; provided that a change in control will not include ( x ) any consolidation or merger effected exclusivel y to change the domicile of Mirum, or ( y ) any transaction or se ries of transactions principally for bona fide equi ty financing purposes in which cash is received by Mirum or any successor, or indebtedness of Mirum is cancelled or converted, or a combination thereof