definiens: means, with respect to a Party, ( a ) a merger orconsolidation of such Party with a Third Party which results in the voting securities ofsuch Party outstanding immediately prior thereto ceasing to represent at least fiftypercent ( 50 % ) of the combined voting power of the surviving entity immediately aftersuch merger or consolidation ; ( b ) a transaction or series of related transactions inwhich a Third Party, together with its Affiliates, becomes the owner of fifty percent(50 % ) or more of the combined voting power of such Party ’s outstanding securitiesother than through issuances by such Party of securities of such Party in a bona fidefinancing transaction or series of related bona fide financing transactions ; or ( c ) thesale or other transfer to a Third Party of all or substantially all of such Party ’s assets orall or substantially all of such Party ’s business to which this Agreement relates