definiens: means, with respect to a Party, ( a ) a merger or consolidation of such Partywith a Third Party which results in the stockholders or equity holders of such Party not owning at least fifty percent(50 % ) of the combined voting power of the surviving entity immediately after such merger or consolidation, or ( b)except in the case of a bona fide equity or debt financings, whether private or public, in which a Party issues newshares of its capital stock or securities convertible into shares of such Party, a transaction or series of relatedtransactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent ( 50 % ) ormore of the combined voting power of the outstanding securities of such Party, or ( c ) the sale or other transfer to aThird Party of all or substantially all of such Party ’s business to which the subject matter of this Agreement relates