definiens: means, with respect to a Party ( a ) the acquisition of beneficial owners hip, directly or indirectly, by any Third Party of securities or other voting interest of such Party representing a majority or more of the combined voting power of su ch Party ’s then outstanding securities or other voting interes ts, ( b ) any merger, reorganization, consolidation o r business combination involving such Party with a Third Party that results in the holders of beneficial ownershi p ( other than by virtue of obtaining irrevocable proxies ) of the voting securities or other voting interests of such Party ( or, if applicable, the ultimate parent of such Party ) i mmediately prior to such merger, reorganization, co nsolidation or business combination ceasing to hold beneficial ownership of more than ( 50 % ) of the combined voting power of the surviving entity immediately after such merg er, reorganization, consolidation or business combi nation, or ( c ) any sale, lease, exchange, contribution or othe r transfer ( in one transaction or a series of relat ed transactions ) of all or substantially all of the assets of such P arty to which this Agreement relates to a Third Par ty, other than a sale or disposition of such assets to an Affiliate of such Party