definiens: shall mean, with respect to a P erson, any of the following transactionswith a Third Party ( a ): ( a ) a merger or consolidation of such Person with the T hird Party Acquirerwhich results in the holders of the voting securiti es of such Person outstanding immediately prior the reto ( other thanthe Third Party Acquirer, its and ( as such terms are used in the Exchange Ac t ) ) ceasing torepresent at least fifty percent ( 50 % ) of the combi ned voting power of the surviving entity ( or, if ap plicable, its parentcompany ) immediately after such merger or consolida tion ; ( b ) the sale to the Third Party Acquirer of a ll orsubstantially all of the business of such Person to which this Agreement relates ( whether by merger, c onsolidation, sale of stock, sale of assets or other similar tran saction ) ; or ( c ) the Third Party Acquirer ( which sh all not be anytrustee or other fiduciary holding securities under an employee benefit plan of such Person, or any co rporation owneddirectly or indirectly by the stockholders of such Person, in substantially the same proportion as the ir ownership ofstock of such Person ), together with any of the Thi rd Party Acquirer ’s or, a s such terms areused in the Exchange Act, becoming the beneficial o wner of fifty percent ( 50 % ) or more of the combined voting powerof the outstanding securities of such Person or by contract or otherwise having the right to control t he Board ofDirectors or equivalent governing body of such Pers on or the ability to cause the direction of managem ent of suchPerson