definiens: means with respect to a Party : ( A ) the acquisition ( in a transaction or series of relatedtransactions ) by any Third Party, together with its Aﬃliates, of beneﬁcial ownership of ﬁfty percent(50 % ) or more of the then outstanding securities or combined voting power of such Party, other thanacquisitions by employee benefit plans sponsored or maintained by such Party ; ( B ) the consummationof a business combination ( including a merger or consolidation ) involving such Party with a ThirdParty, unless, following such business combination, the stockholders of such Party immediately priorto such business combination beneﬁcially own directly or indirectly more than ﬁfty percent ( > 50 % ) ofthe then outstanding securities or combined voting power of the surviving entity or the parent of thesurviving entity immediately after such business combination ; or ( C ) the sale or other transfer to aThird Party of all or substantially all of such Party ’s and its Aﬃliates ’ assets or business relating to thesubject matter of the Agreement