definiens: means, with respect to a Party, ( a ) a merger, reorganization, or consolidation of such Party with or into any Third Party, or any other corporate reorganization involving a Third Party, that results in those persons or entities that are stockholders of su ch Party immediately prior such merger, reorganization, or consolidation owning less than fifty percent ( 50 % ) of the surviving entity ’s voting power immediately after such merger, reorganization, or consolidation, ( b ) a change in the legal or beneficial ow nership of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of such Party ( whether in a single transaction or series of related transactions ), where immediately after giving effect to such change, the legal or benefici al owner of more than fifty percent ( 50 % ) of the voting securities of such Party is a Third Party or ( c ) the sale, transfer, lease, license or other disposition to a Third Party of all or substantially all of such Party ’s business or assets to which this A greement relates in one or a series of related transactions ; provided, however, that a shall not include any transaction or series of related transactions principally conducted for bona fide equity financing purposes in which cash is re ceived by such Party or any successor or indebtedness of such Party is cancelled or converted or a combination thereof