definiens: . Change of Control means, in respect of a Party hereto, the occurrence of a tenderoffer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer ofassets or other transaction, as a result of which any person, entity or group ( a ) becomes the beneficial owner, directlyor indirectly, of securities of such Party representing more than 50 % of the ordinary shares of such Party orrepresenting more than 50 % of the combined voting power with respect to the election of directors ( or members of anyother governing body ) of such Party ’s then outstanding securities, or ( b ) obtains the ability to appoint a majority of theBoard of Directors ( or other governing body ) of such Party, or obtains the ability to direct the operations ormanagement of such Party or any successor to such Party ’s business ; provided, however, that Change in Controlshall not include the issuance by a Party of equity to the public through a public offering or offerings