definiens: means the occurrence of any of the following : ( a ) any consolidation or merger of a Party withor into any Third Party, or any other corporate reorganization involving a Third Party, in which those persons or entities thatare stockholders of such Party immediately prior to such consolidation, merger or reorganization own less than fifty percent(50 % ) of the surviving entity ’s voting power immediately after such consolidation, merger or reorganization ; ( b ) a change inthe legal or beneficial ownership of fifty percent ( 50 % ) or more of the voting securities of any Party ( whether in a singletransaction or series of related transactions ) where, immediately after giving effect to such change, the legal or beneficialowner of more than fifty percent ( 50 % ) of the voting securities of such Party is a Third Party ; or ( c ) the sale, transfer, lease, license or other disposition of all or substantially all of a Party ’s assets in one or a series of related transactions to a ThirdParty