definiens: means, with respect to a Party, ( a ) a merger, reo rganization, combination or consolidation of such Party with a Third Party that results in the holders of beneficial ownership of the voting securities or other voting interests of such Party ( or, if applicable, the ultimate parent of such Par ty ) immediately prior to such merger, reorganization, combination o r consolidation ceasing to hold beneficial ownershi p of at least fifty percent ( 50 % ) of the combined voting power of the surviving entity or the ultimate parent of the surviving entity immediately after such merger, reorganizatio n, combination or consolidation, ( b ) a transaction or series of related transactions in which a Third Party, togeth er with its Affiliates, becomes the beneficial owne r of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities or other voting inter est of such Party, or ( c ) the sale or other transfer ( in one ( 1 ) transaction or a series of related transactions ) to a Third Party of all or substantially all of such Party ’s assets