definiens: means a transaction or series of related transacti ons that result in ( a ) the holders of outstanding voting securities of a Party immediately prior to such transaction ceasing to r epresent at least [ * * * ] of the combined outstanding voting power of the su rviving entity immediately after such transaction ; ( b ) any Third Party ( other than a trustee, financia l investor, or other fiduciary holding securities u nder an employee benefit plan ) becoming the beneficial owne r of [ * * * ] or more of the combined voting power of the outstanding securities of a Party ; or ( c ) a sale or other disposition to a Third Party of all or subst antially all of a Party ’s assets or business ; provided, however, that, notwithstanding ( a ), ( b ), or ( c ) above, a s tock sale to financial investors for capital raising purposes or to underw riters of a public offering of such Party ’s capital stock shall not constitute a Change of Control