definiens: means, with respect to a Party ( a ) a merger, consolidation, share exchange or other similartransaction involving such Party and any Third Party which results in the holders of the outstanding voting securities of suchParty immediately prior thereto 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 similar transaction,(b ) any transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the beneficialowner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of such Party, other than inconnection with a bona fide financing transaction provided by financial and/or venture capital investors to 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 this Agreement