definiens: means, with respect to a Party, either : ( i ) the acquisition of such Party by a Third Party by means of any transaction or ser ies of related transactions ( including, without limitation, any re organization, merger or consolidation or stock tran sfer, but excluding any such transaction effected primarily f or the purpose of changing the domicile of such Par ty and excluding any sale of stock for capital raising pur poses ), unless the holders of the voting power of s uch Party immediately prior to such transaction or series of related transactions hold, immediately after such t ransaction or series of related transactions, at least 50 % of the voting power of the surviving or resulting entity ( or if the Party or such other surviving or resulting entity is a wh olly - owned subsidiary immediately following such ac quisition, its parent ) ; or ( ii ) a sale, lease or other disposi tion of all or substantially all of the assets of s uch Party to which this Agreement relates to a Third Party by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly- owned subsidiary of such Party . Notwithsta nding the foregoing, in no event shall a sale by such Party o f capital stock ( whether voting or otherwise ) in an y offering made pursuant to an effective registration statemen t filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering th e offer and sale of such capital stock, or any fore ign equivalent thereof, constitute a Change of Control of such Party