definiens: means, with respect to a Party, ( a ) a merger or consolidation of such Party with a ThirdParty which results in the stockholders or equity holders of such Party not owning at least fifty percent ( 50 % ) of thecombined voting power of the surviving entity immediately after such merger or consolidation, or ( b ) except in thecase of a bona fide equity or debt financings, whether private or public, in which a Party issues new shares of itscapital stock or securities convertible into shares of such Party, a transaction or series of related transactions inwhich a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent ( 50 % ) or more of thecombined voting power of the outstanding securities of such Party, or ( c ) the sale or other transfer to a Third Party ofall or substantially all of such Party ’s business to which the subject matter of this Agreement relates