definiens: means with respect to a Party, the occurrence of any of the following : ( a ) the sale of all or substantially all of such Party ’s ( or such Party ’s controlling Affiliate ’s ) assets or business relating to this Agreement ; ( b ) a merger, reorganization or consolidation involving such Party ( or such Party ’s controlling Affiliate ) in which the voting securities of such Party ( or such Party ’s controlling Affiliate, as applicable ) outstanding immediately preceding thereto cease to repre sent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, reorganization or consolidation ; or ( c ) a Person, or group of Persons, acting in concert acquire, directly or indirectly, more than fifty percent ( 50 % ) of the voting equity securities or management control of such Party ( or such Party ’s controlling Affiliate, as applicable ), in one or a series of related transactions