definiens: means the occurrence of any of the following : ( a ) a Party enters into a merger, consolidation, stock sale or sale ortransfer of all or substantially all of its assets to which this Agreement relates, or other similar transaction or series of transactions with a Third Party;or ( b ) any transaction or series of related transactions in which any Third Party or group of Third Parties acquires beneficial ownership of securities of aParty representing more than fifty percent ( 50 % ) of the combined voting power of the then outstanding securities of such Party ; or ( c ) any transactionor series of related transactions in which any Third Party or group of Third Parties acquires all or substantially all of a Party ’s assets relating to thisAgreement . Notwithstanding the foregoing, a stock sale by a Party to Third Parties ( including any underwriters of a public offering of a Party ’s capitalstock ) whether in a public or private transaction solely for the purpose of financing or a transaction solely to change the domicile of a Party shall notconstitute a Change of Control