definiens: means ( a ) a consolidation or merger of a Party with or into any other entity orperson, or any other corporate reorganization, in which the capital stock of such Party immediately prior to suchconsolidation, merger or reorganization, represents less than fifty percent ( 50 % ) of the voting power of the survivingentity ( or, if the surviving entity is a wholly owned subsidiary, its parent ) immediately after such consolidation, mergeror reorganization ; or ( b ) any transaction or series of related transactions in which more than fifty percent ( 50 % ) of aParty ’s voting power is transferred to a single entity or person ( or affiliates thereof ) ( excluding transfers of Companystock to an underwriter in connection with a public offering ) ; or ( c ) the consummation of a sale of all or substantially allof the assets of a Party in any transaction or series of related transactions ( other than a sale of all or substantially allof the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HASBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED