definiens: means, with respect to a Party, ( a ) a merger or consolidation of such Party with a Third Party whichresults in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at least 50 % of thecombined voting power of the surviving entity immediately after such merger or consolidation, ( b ) a transaction or series ofrelated transactions in which a Third Party, together with its Affiliates, becomes the owner of 50 % or more of the combinedRxvoting power of the outstanding securities of such Party, ( c ) the sale or other transfer to a Third Party of all or substantially allof such Party ’s business to which the subject matter of this Agreement relates, or ( d ) the stockholders or equity holders of suchParty will approve a plan of complete liquidation of such Party or an agreement for the sale or disposition by such Party of allor a substantial portion of such Party ’s assets, other than pursuant to the transaction as described above or to an Affiliate