definiens: of a Party means ( a ) a merger or consolidation of such Party or a direct or indirect parent of such Party with a Third Party th at results in the voting securities of such Party o r its parent outstanding immediately prior thereto ceasing to re present at least fifty percent ( 50 % ) of the combine d voting power of the surviving entity immediately after suc h merger or consolidation, or ( 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 of such Party or its direct or indirect parent, or ( c ) the sale or other transfer to a Third Party of all or substantially all of suc h Party ’s business to which the subject matter of this Agreement relat es, except, in each case, in connection with the is suance of equity securities for financing purposes or to chan ge the domicile of a Party