definiens: means the occurrence of any of the following : ( a ) a Party enters into a merger, consolidation, stock sale or sale or transfer of all or substantially all of its assets or business ( or that portion thereof to whichthis Agreement relates ), or other similar transaction or series of transactions with a Third Party ; or ( b ) any transaction orseries of related transactions in which any Third Party or group of Third Parties acquires beneﬁcial ownership of securities ofa Party representing more than ﬁfty percent ( 50 % ) of the combined voting power of the then outstanding securities of suchParty . Notwithstanding the foregoing, ( 1 ) a stock sale to underwriters of a public oﬀering of a Party ’s capital stock or otherThird Parties solely for the purpose of ﬁnancing or a transaction solely to change the domicile of a Party or ( 2 ) a shift in themajority of the voting power of Naia as a resulting of a ﬁnancing in which Naia issues convertible preferred shares or othersecurities to investors ( including existing investors ) in an arm ’s length transaction shall not constitute a Change of Control