definiens: means any transaction or series of transactions w herein ( a ) the voting securities of [COMPANY] outstanding immediately prior t hereto cease to represent at least fifty percent ( 5 0 % ) of the combined voting power of the surviving entity immed iately after such transaction or transactions ; ( b ) the stockholders or equity holders of [COMPANY] approve a p lan of complete liquidation of [COMPANY], or an agreeme nt for the sale or disposition by [COMPANY] of all or substant ially all of [COMPANY] ’s assets, other than to an Affil iate ; ( c ) a Third Party becomes the beneficial owner of fifty p ercent ( 50 % ) or more of the combined voting power o f the outstanding securities of [COMPANY] or ( d ) substantiall y all of [COMPANY] ’s business or assets which relate to this Agreement are sold or otherwise transferred to a Th ird Party