definiens: means ( a ) the acquisition of any voting securitie s of a Party by any Person other than an Affiliate of such Party, immediately after which such Person has ( within the meaning of Rule 13d-3 promulgated under the Exchange Act ) of more than fifty percent ( 50 % ) of ( i ) the then - outstanding shares or ( ii ) th e combined voting power of the Party ’s then - outstanding voting securities, or ( b ) the sale to a Person other than an Affiliate of such Party of al l or substantially all of the assets of such Party . Notw ithstanding the foregoing, ( 1 ) a stock sale to underwriters of a public offering of a Party ’s capi tal stock or other Third Parties solely for the pur pose of financing or a transaction solely to change the domicile of a Party or ( 2 ) a shift in the majority of the voting power of a Party as a resulting of a financi ng in which a Party issues convertible preferred sh ares or other securities to investors ( including existin g investors ) in an arm ’s length transaction shall n ot constitute a Change in Control