definiens: means, with respect to a Party, ( a ) a merger, consolidation, acquisition, shareexchange or other similar transaction involving such Party and any Third Party which results in the holders of theoutstanding voting securities of such Party immediately prior to such merger, consolidation, share exchange or othersimilar transaction ceasing to hold more than fifty percent ( 50 % ) of the combined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange or other similartransaction, ( b ) any transaction or series of related transactions in which any, as such term is used inSections 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended ( the ), together withany of such person ’s or, as such terms are used in the Exchange Act, becomes the beneficialowner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of such Party or(c ) the sale or other transfer to a Third Party of all or substantially all of such Party ’s assets which relate to thisAgreement