definiens: means ( a ) a transaction or series of related transactions that results in t he sale or other disposition of all or substantiall y all of a Party ’s assets ; ( b ) a merger or consolidation in wh ich a Party is not the surviving corporation or in which, if a Party is the surviving corporation, the shareholders of such Party immediately prior to th e consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or other securities of the Party that possess a majority of the voting pow er of all of the Party ’s outstanding stock and other s ecurities and the power to elect a majority of the members of the Party ’s board of directors ; or ( c ) a transaction or series of related transactions ( whi ch may include without limitation a tender offer for a Party ’s stock or the issuance, sale or exchange of stock of a Party ) in which the shareholders of such Party immediately prior to the initial such transaction do not, immediately after consummation of such transaction or any of such related transactions, own stock or other securities of the Party that possess a majority of the voting power o f all of the Party ’s outstanding stock and other securiti es and the power to elect a majority of the members of the Party ’s board of directors, provided that a Cha nge of Control excludes any transaction ( or series of related transactions ) in which the pre - transaction stockholders of the applicable Party own more than 50 % of the outstanding capital stock or equity inte rests of the surviving or acquiring entity or its p are nt