definiens: means, with respect to a Pa rty, ( a ) a merger or consolidation of such Party wi th a Third Party which results in the stockholders or equity h olders of such Party not owning at least fifty perc ent ( 50 % ) of the combined voting power of the surviving entity i mmediately after such merger or consolidation, or ( b ) except in the case of a bona fide equity or debt financing s, whether private or public, in which a Party issu es new shares of its capital stock or securities convertible into shares of such Party, a transaction or series of r elated transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of fif ty percent ( 50 % ) or more of the combined voting power of the o utstanding securities of such Party, or ( c ) the sal e or other transfer to a Third Party of all or substantially a ll of such Party ’s business to which the subject ma tter of this Agreement relates