definiens: means ( a ) a merger, consolidation, share exchange or other similar transaction involving WARATAH or its ultimate parent entity and any Third Party which results in the holders of th e outstanding voting securities of WARATAH or its ult imate parent entity immediately prior to such merge r, consolidation, share exchange or other similar tran saction ceasing to hold more than fifty percent ( 50 % ) of the combined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange or other similar tran saction, ( b ) any transaction or series of related t ransactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securi ties of WARATAH or its ultimate parent entity, or ( c ) the sale or other transfer to a Third Party of all or s ubstantially all of WARATAH ’s or its ultimate paren t entity ’s assets which relate to this Agreement . For purposes of clarity an internal amalgamation or consolidati on is not deemed a Change of Control