definiens: shall mean with respect to a Party, ( a ) a merger, consolidation, share exchange or othersimilar transaction involving such Party and any Third Party which results in the holders of the outstanding votingsecurities of such Party immediately prior to such merger, consolidation, share exchange or other similar transactionceasing to hold more than fifty percent ( 50 % ) of the combined voting power of the surviving, purchasing or continuingentity immediately after such merger, consolidation, share exchange or other similar transaction, ( b ) any transactionor series of related transactions in which any, as such term is used in Sections 13(d ) and 14(d ) of theSecurities Exchange Act of 1934, as amended ( the ), together with any of such person ’s or, as such terms are used in the Exchange Act, becomes the beneficial owner of fifty percent ( 50 % ) ormore of the combined voting power of the outstanding securities of a Party, or ( c ) the sale or other transfer to a ThirdParty of all or substantially all of a Party ’s assets