definiens: shall mean, with respect to either Party, the acquisition by any Person ( inc luding any syndicate or group deemed to be a under Section 13(d ) ( 3 ) of the Securities Exchange Act of 1934, as ame nded ) of beneficial ownership, directly or indirectly, throu gh a purchase, merger or other acquisition transact ion or series of purchases, mergers or other acquisition transact ions of such Party ’s stock entitling that Person to exercise more than 50 % of the total voting power of all of such P arty ’s stock entitled to vote generally in the elec tion of its directors ( except that such Person will be deemed t o have beneficial ownership of all securities that such Person has the right to acquire, whether such right is cur rently exercisable or is exercisable only upon the occurrence of a subsequent condition ) ; provided that a bona fide pr imary offering of equity securities by [COMPANY] to on e or more Persons for the purpose of raising capital shall no t constitute a Change of Control