definiens: with respect to a Party, means any transaction or a series of related transactions in which such Party : ( a ) sells, conveys orotherwise disposes of all or substantially all, whether directly or indirectly, of its assets or business to any Person ( other than to an Affiliate ofsuch Party ; provided that such Person was an Affiliate of such Party prior to the Effective Date ) ; or ( b ) ( i ) merges, consolidates with, or isacquired by any other Person ( other than an Affiliate of such Party, provided that such Person was an Affiliate of such Party prior to the EffectiveDate ) ; or ( ii ) effects any other transaction or series of related transactions ; in each case of subsection ( i ) or ( ii ), such that the stockholders of suchParty immediately prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, more than fifty percent ( 50 % ) of theoutstanding voting securities, capital stock or other ownership interest of the surviving Person following the closing of such merger, consolidation, other transaction or series of related transactions ( such Person described in clauses ( a ), ( b ) or ( c ), a ) . Notwithstandingthe foregoing, a bona fide financing transaction ( including any public offering of a Party ’s capital stock ) shall not be deemed a Change of Control