definiens: shall mean either : ( a ) a sale of all or substantially all of the assets of a Party in one or a seriesof integrated transactions not in the ordinary course of business to a Third Party ; or ( b ) the acquisition of a Party by a ThirdParty by means of any transaction or series of related transactions to which such Party is a party ( including, any stockacquisition, merger or consolidation ) . For clarity, a Change of Control would not include any transaction or series oftransactions in which the holders of voting securities of a Party outstanding immediately prior to such transaction continue toretain ( either by such voting securities remaining outstanding or by such voting securities being converted into votingsecurities of the surviving entity ), as a result of shares in the Party held by such holders prior to such transaction, fiftypercent ( 50 % ) or more of the total voting power represented by the voting securities of the acquiring entity outstandingimmediately after such transaction or series of transactions