definiens: means w ith respect to a Party ( or its ultimate parent ), ( a ) a merger, acquisition, consolidation or reorganization of such Party ( or its ultimate parent ) with a Third Party that results in the voting securities of such Party ( or its ultimate parent ) outstanding i mmediately prior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to represent more than [ * * * ] of the combined voting power of the surviving entity or the parent of the surviving entity immediately af ter such merger or consolidation, ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the ( as such term is used in Section 13(d ) of the Securities Exchange Act of 1934, as amended, and Rule 13d -3 thereunder ( or, in each case, any successor thereto ), except that a Person shall be deemed to have of all shares that any such Person has the right to acquire, whether such right may be exercised immediately or o nly after the passage of time ), directly or indirectly, of more than [ * * * ] of the combined voting power of the outstanding securities of such Party ( or its ultimate parent ), or ( c ) the sale or other transfer to a Third Party, whether directly or indirect ly by a Party or an Affiliate thereof, of all or substantially all of such Party ’s ( or its ultimate parent ’s ) business . The acquiring or combining Third Party in any of ( a ), ( b ) or ( c ), and any of such Third Party ’s Affiliates ( whether in existence as of o r any time following the applicable transaction, but other than the acquired Party and its Affiliates in existence prior to the applicable transaction or Affiliates it controls after the applicable transaction ) are referred to collectively herein as the