definiens: means, with respect to a P arty, ( a ) a merger or consolidation of such Party w ith a Third Party that results in the voting securities of such Party outstanding immediately prior theret o, or any securities into which such voting securities have b een converted or exchanged, ceasing to represent mo re than fifty percent ( 50 % ) of the combined voting power of the surviving entity or the parent of the survivin g entity immediately after such merger or consolidation, ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, ( i ) beco mes the direct or indirect beneficial owner of more than fifty percent ( 50 % ) of the combined voting power of the o utstanding securities, and ( ii ) acquires the abilit y to appoint a majority of the board of directors, of such Party, or ( c ) the sale or other transfer to a Third Part y of all or substantially all of such Party ’s and its Affiliate s ’ assets