definiens: of a Person means ( a ) a merger, consolidation, reor ganization, amalgamation, arrangement, share exchange, tender o r exchange offer, private purchase, business combination, recapitalization or other tra nsaction involving such Person that results in the stockholders of such Person immediately prio r thereto ceasing to hold at least fifty percent ( 50 % ) of the outstanding shares, or less th an fifty percent ( 50 % ) of the combined voting power of the surviving entity or the ultimat e parent entity of the surviving entity immediately after such transaction, ( b ) a transacti on or series of related transactions in which a Third Party, together with its Affiliates, become s the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the o utstanding securities of such Person, ( c ) the sale or other transfer ( in one transaction or a series of related transactions ) to a Third Party of all or substantially all of such Person ’s assets ( or, in the case of a Party, all or substantially all of such Party ’s business to which this Agreement relates ), or ( d ) the adopt ion of a plan relating to the liquidation or dissolutio n of a Person, other than in connection with a corporate reorganization ( without limitation of cla use ( a ) above )