definiens: shall mean the consummation of a transaction, whether ina single transaction or in a series of related and substantially contemporaneous transactions, constituting ( i ) amerger, share exchange or other reorganization, ( ii ) the sale by one or more stockholders of a majority of thevoting power of [COMPANY], or ( iii ) a sale of all or substantially all of the assets of [COMPANY] ( or that portion of itsassets related to the subject matter of this Agreement ), in which the stockholders of [COMPANY] immediately priorto such transaction do not own a majority of the voting power of the acquiring, surviving or successor entity, asthe case may be ; provided that a Change of Control shall not include a bona fide financing transaction for thebenefit of [COMPANY] ( i.e., in which [COMPANY] raises capital for general working or business purposes ) in whichvoting control of [COMPANY] transfers to one or more persons or entities who acquire shares of [COMPANY], and theexisting [COMPANY] shareholders receive no consideration directly or indirectly in connection with the transaction