definiens: means ( II ) a merger, reorganization or consolidation of II Party with a Third Party thllt rosulll in the shareholders ofsuch Pany receiving less than fifty percent ( SO'.4 ) of the combined voting power of the surviving entity immediately af\et ' such merget ', reorganization or consolidation, ( b ) 11 Third Party becoming the direct or beneficial OWllCT of fift ) ' peroenl ( 50 % ) or more of the com bined voting power oflbe outstanding securit ies or outstandin g $ hare of common stock ohuch Party, ( c ) the stockholdern ofa Party have approved of a plan or proposal for the liquidation or dissolution of the company, or ( d ) the sale, lease, exchange or other transfer ( in Olle transaclion or a series of related tran3aCtions ) of all or substantia lly all of such PlU1y 'S assets which relate to this Agrocmentto a Third Party