definiens: means with respect to a Party : ( a ) the sale of al l or substantially all of such Party ’s tangible and intangible assets or business relating to this Agreement ; ( b ) a merger, reorganiz ation or consolidation involving such Party in which the vot ing securities of such Party outstanding immediatel y prior thereto cease to represent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, reorganization or co nsolidation ; or ( c ) any transaction or series of tr ansactions in which a person or entity, or group of persons or en tities, acting in concert, acquire more than fifty percent ( 50 % ) of the voting equity securities or management contr ol of such Party, other than in connection with a b ona fide financing transaction, or series of bona fide finan cing transactions, provided to such Party by financ ial and/or venture capital investors