definiens: means any ( a ) merger, consolidation or reorganization of Parent, Buyer or theSurviving Corporation following which the direct or indirect owners of 50 % or more of the combined voting power ofParent ’s, Buyer ’s or the Surviving Corporation ’s ( as the case may be ) then outstanding voting securities immediatelyprior to the closing of such transaction do not beneficially own, directly or indirectly, more than 50 % of the combinedvoting power of Parent ’s, Buyer ’s or the Surviving Corporation ’s ( as the case may be ) then outstanding voting securities,(b ) sale, transfer, divestiture or other distribution of substantially all of the assets of Parent, Buyer, the Business or theSurviving Corporation to a third party that is not an Affiliate of Parent, Buyer or the Surviving Corporation, or ( c ) anyPerson acquires a ) ( as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934,as amended ), directly or indirectly, of securities of Parent, Buyer or the Surviving Corporation ( as the case may be)representing 50 % or more of the combined voting power of Parent ’s, Buyer ’s or the Surviving Corporation ’s ( as the casemay be ) then outstanding voting securities