definiens: shall mean, with respect to a Person, any of the following transactions with a Third Party ( a ), whether accomplished in one or a series of related transactions : ( a ) a merger or consolidation of such Person with the Third Party Acquirer which results in the holders of the voting securities of such Person outstanding immediately prior thereto ( other than the Third Party Acquirer, its and ( as such terms are used in the Exchange Act ) ) ceasing to represent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity ( or, if applicable, its parent company ) immediately after such merger or consolidation ; ( b ) the sale to the Third Party Acquirer of all or substantially all of the business of such Person to which this Agreement relates ( whether by merger, consolidation, sale of stock, sale of assets or other similar transaction ) ; or ( c ) the Third Party Acquirer ( which shall not be any trustee or other fiduciary holding securities under an employee benefit plan of such Person, or any corporation owned directly or indirectly by the stockholders of such Person, in substantially the same proportion as their ownership of stock of such Person ), together with any of the Third Party Acquirer 's or, as such terms are used in the Exchange Act, becoming the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of such Person or by contract or otherwise having the right to control the Board of Directors or equivalent governing body of such Person or the ability to cause the direction of management of such Person . Notwithstanding the foregoing, a Change of Control shall not be deemed to occur on account of the acquisition of securities of a Party by any institutional investor, or affiliate thereof, that acquires the Party 's securities in a transaction or series of related transactions that are primarily a private financing transaction for the Party