definiens: means, with respect to a Party, ( a ) a merger, reo rganization, combination or consolidation of such Party with a Third Party t hat results in holders of beneficial ownership ( oth er than by virtue of obtaining irrevocable proxies ) of the vot ing securities or other voting interests of such Pa rty ( or, if applicable, the ultimate parent of such Party ) imme diately prior to such merger, reorganization, combi nation or consolidation ceasing to hold beneficial ownership of at least fifty percent ( 50 % ) of the combined vot ing power of the surviving entity or the parent of the surviv ing entity immediately after such merger, reorganiz ation, combination or consolidation, ( b ) a transaction or series of related transactions in which a Third Par ty, together with its Affiliates, becomes the beneficial owner ( other than by virtue of obtaining irrevocable proxi es ) of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities or other voting inter est of such Party, or ( c ) the sale, lease, exchange, contributi on or other transfer ( in one transaction or a serie s of related transactions ) to a Third Party of all or substantia lly all of such Party ’s assets to which this Agreem ent relates, other than a sale or disposition of such assets to an Aff iliate of such Party or ( d ) the approval of any pla n or proposal for the liquidation or 4 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitte d and filed separately with the Securities and Exchange C ommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended