definiens: shall mean, with respect to a Party : ( a ) the acquisition by one or more Third Parties of beneficial ownership offifty percent ( 50 % ) or more of the then outstanding common shares or voting power of such Party, other than acquisitions by employee benefitplans sponsored or maintained by such Party ; ( b ) the consummation of a business combination involving such Party, unless, following suchbusiness combination, the stockholders of such Party that owned directly or indirectly more than fifty percent ( 50 % ) of the then outstandingcommon shares or voting power of the entity immediately prior to such business combination beneficially own directly or indirectly more thanfifty percent ( 50 % ) of the then outstanding common shares or voting power of the entity resulting from such business combination ; or ( c ) thesale of all or substantially all of such Party ’s assets or business relating to the subject matter of the Agreement . Notwithstanding the foregoing,(i ) the consummation of an IPO by PEGA1 shall not be deemed a Change of Control of PEGA1 and ( ii ) a Change of Control shall not include aPrivate Financing