definiens: of a Party means ( a ) a merger or consolidation of such Party with a Third Party that results in the voting securities of such Party outstanding immediately prior thereto ceasing to r epresent at least fifty percent ( 50 % ) of the combined voting po wer of the surviving entity immediately after such merger or consolidation, or ( b ) a transaction or series of re lated transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty p ercent ( 50 % ) or more of the combined voting power o f the outstanding securities of such Party, or ( c ) the sa le or other transfer to a Third Party of all or sub stantially all of such Party ’s business to which the subject matter o f this Agreement relates, except in connection with the issuance of equity securities for financing purpose s or to change the domicile of a Party ( in each cas e ( a)–(c ), inclusive, such Third Party, the )