definiens: means, with respect to a Party, ( a ) a merger or consolidation of such Party with a Third Partywhich results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at leastfifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger orconsolidation, or ( b ) except in the case of a bona fide equity financing in which a Party issues new shares of itscapital stock, a transaction or series of related transactions 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 outstandingsecurities of such Party, or ( c ) the sale or other transfer to a Third Party of all or substantially all of such Party’sbusiness to which the subject matter of this Agreement relates, but excluding any financial factoring arrangements