definiens: means, with respect to a P arty, ( a ) a merger or consolidation of such Party with a Third Party whic h results in the voting securities of such Party outstanding immediately prior thereto ceasing to re present at least fifty percent ( 50 % ) of the combine d voting power of the surviving entity immediately af ter such merger or consolidation, ( b ) a transaction or series of related transactions in which a Third Par ty, together with its Affiliates, becomes the owner or beneficial owner of more than fifty percent ( 50 % ) o f the combined voting power of such Party ’s outstanding securities other than through issuances by such Party of securities of such Party in a bon a fide financing transaction or series of related bon a fide financing transactions, or ( c ) the sale, lea se or other transfer to a Third Party of all or substanti ally all of such Party ’s assets or business to whic h this Agreement relates