definiens: ), the following terms shall have the following respective meanings : ( a ) means : ( x ) a merger or consolidation of the Company with a Third Party which results in the holders of the voting securities of the Company outstanding immediately prior thereto ( other than the Third Party, its Affiliates and ( as such term is used in the Securities Exchange Act of 1934, as amended ) ) 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 ; ( y ) the sale or exclusive license to a Third Party of all or substantially all of the assets of the Company ; or ( z ) a Third Party, together with any of the Third Party 's Affiliates or ( as such term is used in the Securities Exchange Act of 1934, as amended ), becoming the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of the Company or by contract or otherwise having the right to control the board of directors of the Company or the ability to cause the direction of management of the Company