definiens: means the occurrence of any of the following : ( a ) a Party consummates a merger, consolidation, stock sale or other similar transact ion or series of transactions with another Person p ursuant to which : ( i ) the individuals and entities that were t he beneficial owners of the outstanding voting secu rities of such Party immediately prior to such transaction benefic ially own, directly or indirectly, less than fifty percent ( 50 % ) of the combined voting power of the then outstandin g voting securities entitled to vote generally in t he election of directors or similar governing persons of the co rporation or other entity resulting from such trans action ( ) in substantially the same proportions as their ownership immediately prior to such trans action of such outstanding voting securities, or ( ii ) less th an fifty percent ( 50 % ) of the members of the Board of Directors or similar governing body of the Successor were mem bers of the Board of Directors of such Party at the time of the execution of the initial agreement ; provided, however, that a stock sale to underwriters of a public off ering of such Party ’s capital stock shall not constitute a C hange of Control ; or ( b ) a Party enters into a sale or transfer of all or substantially all of its assets relating to this Agreement