definiens: with respect to Brammer, means ( a ) the acquisition of beneficial ownership, directly or in directly, by any Third Party of securities or other voting interest of Brammer ( or, if applicable, a parent of Brammer ) representing a majority or more of the combined vo ting power of Brammer ’s ( or, if applicable, a parent of Bramme r ) then outstanding securities or other voting inte rests, ( b ) any merger, reorganization, consolidation or business c ombination involving Brammer ( or, if applicable, a parent of Brammer ) with a Third Party that results in the hol ders of beneficial ownership of the voting securiti es or other voting interests of Brammer ( or, if applicable, a p are nt of Brammer ) immediately prior to such merger, reorganization, consolidation or business combinati on ceasing to hold beneficial ownership of more tha n fifty percent ( 50 % ) of the combined voting power of the s urviving entity immediately after such merger, reor ganization, consolidation or business combination, or ( c ) any s ale, lease, exchange, contribution or other transfe r to a Third Party ( in one transaction or a series of related tr ansactions ) of all or substantially all of the cons olidated assets of Brammer to which this Agreement relates