definiens: means, with respect to a Party, ( a ) a merger, consolidation, recapitalization, or reorganization of such Party with a Third Party that results in the voting securities of such Party outstanding immediately prior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to represent at least fifty percent ( 50 % ) of the combined voting power of the voting securities of the survivin g entity or the parent of the surviving entity outstanding immediately after such merger, consolidation, recapitalization, or reorganization, ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the direct or indirect beneficial owner 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 and its controll ed Affiliates ’ assets ( or that portion thereof related to the subject matter of this Agreement ) . Notwithstanding the foregoing, any transaction or series of transactions effected for the purpose of financing the operations of the applicable Party or changi ng the form or jurisdiction of organization of such Party ( such as an initial public offering or other offering of equity securities to non -strategic investors or corporate reorganization ) will not be deemed a for purposes of this Agree ment