definiens: means, with respect to Juno, ( a ) a merger or consolidation of Juno with a thirdparty which results in the voting securities of Juno outstanding immediately prior thereto ceasing to represent at leastfifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger orconsolidation, ( b ) a transaction or series of related transactions in which a third party, together with its Affiliates, becomes the owner of fifty percent ( 50 % ) or more of the combined voting power of Juno ’s outstanding securities otherthan through issuances by Juno of securities of Juno in a bona fide financing transaction or series of related bona fidefinancing transactions, or ( c ) the sale or other transfer to a third party of all or substantially all of Juno ’s assets or allor substantially all of Juno ’s business to which this Agreement relates