definiens: means, with respect to a Person : ( a ) any sale, exchange, transfer, or issuance to or acquisition in one transaction or a series of related transactions resulting in a ThirdParty controlling at least ﬁfty percent ( 50 % ) of the ownership interest of such Person, whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger or otherwise, or beneﬁcially or of record ; ( b ) a merger orconsolidation under applicable law of such Person, with a Third Party in which the shareholders or equity holders of suchPerson, or any Aﬃliate that directly or indirectly controls such Person, immediately prior to such merger or consolidation donot continue to control the entity surviving or resulting from such merger or consolidation ; or ( c ) a sale or other disposition ofall or substantially all of the assets of such Person to which this Agreement relates, to one or more Third Party(ies ) in onetransaction or a series of related transactions