definiens: means the occurrence of any of the following:(a ) A Party entering into a merger, consolidation, stock sale or sale or transfer of all or substantially all of itsassets, or other similar transaction or several transactions with another entity, unless, following such transaction ortransactions, ( i ) the individuals and entities who were the beneficial owners of the outstanding voting securities of such Partyimmediately prior to such transaction or transactions beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of thecombined voting power of the then outstanding voting securities entitled to vote generally in the election of directors orsimilar governing persons of the corporation or other entity resulting from such transaction or transactions ( ) insubstantially the same proportions as their ownership immediately prior to such transaction or transactions of suchoutstanding voting securities, and ( ii ) at least fifty percent ( 50 % ) of the members of the Board of Directors or similargoverning body of the Successor were members of the Board of Directors of such Party at the time of the execution of theinitial agreement, or the action of the Board of Directors of such Party, governing such transaction or transactions ; or(b ) any transaction or series of transactions in which any person or entity or group of persons or entitiesacquires beneficial ownership of securities of a Party representing more than fifty percent ( 50 % ) of the combined votingpower of the then outstanding securities of such Party;provided, however, that, notwithstanding subsections ( a ) or ( b ) above, a sale of a Party ’s securities in an underwritten publicoffering of such Party ’s securities to multiple non - affiliated investors shall not constitute a Change of Control