definiens: shall mean, with respect to a Party : ( a ) the acquisition by any Third Party of beneficial ownership of fifty percent ( 50 % ) or more of the then outstanding common shares or voting power of such Party, other than acquisitions by employee benefit plans sponsored or maintained by such Party ; ( b ) the consummation of a business combina tion involving such Party, unless, following such business combination, the stockholders of such Party immediately prior to such business combination beneficially own directly or indirectly more than fifty percent ( 50 % ) of the then outstanding common share s or voting power of the entity resulting from such business combination ; or ( c ) the sale of all or substantially all of such Party ’s assets or business relating to the subject matter of the Agreement ; provided, however, that notwithstanding ( a ) through ( c ) above, a sale or issuance of a Party ’s securities in an equity financing for capital raising purposes, including a public offering of securities, shall not constitute a Change of Control