definiens: means, with respect to a Party, ( a ) a merger, consolidation, recapitalization, or reorganization of suchParty with a Third Party that results in the holders of beneﬁcial ownership ( other than by virtue of obtaining irrevocableproxies for purposes of management voting on matters as directed by beneﬁcial owners ) of the voting securities of suchParty outstanding immediately prior thereto, or any securities into which such voting securities have been converted orexchanged, ceasing to hold beneﬁcial ownership of more than 50 % of the combined voting power of the surviving entity orthe parent of the surviving entity immediately after such merger, consolidation, recapitalization, or reorganization, ( b ) atransaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the direct or indirectbeneficial owner 4 [ * * * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION ( I ) ISNOT MATERIAL AND ( II ) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED