definiens: means, with respect to a Party ( or any of its con trolling Affiliates ), ( a ) a merger, acquisition, consolidation or reorganizatio n ( or other business combination ) of such Party ( or any of its controlling Affiliates ) with a Third Party that res ults in the voting securities of such Party ( or any of its controlling Affiliates ) outstanding immediately prior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to represent more t han fifty percent ( 50 % ) of the combined voting powe r of the surviving entity or the parent of the surviving ent ity immediately after such merger, acquisition, con solidation or reorganization, ( b ) a transaction or series of rela ted transactions in which a Third Party, together w ith its Affiliates, becomes the ( as such term is use d in Section 13(d ) of the Securities Exchange Act o f 1934, as amended, and Rule 13d-3 thereunder ( or, in each cas e, any successor thereto ), except that a Person sha ll be deemed to have of all shares that a ny such Person has the right to acquire, whether su ch right may be exercised immediately or only after the passage of time ), directly or indirectly, of more than fift y percent ( 50 % ) of the combined voting power of the outstanding sec urities of such Party ( or any of its controlling Af filiates ), ( c ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s ( or any of its controlling Affiliates ’ ) business to which the subject matter o f this Agreement relates or ( d ) the holders of capi tal stock of such Party ( or any of its controlling Affiliates ) a pprove a plan or proposal for the liquidation or di ssolution of such entity