definiens: means, with respect to Party, any of the following events : ( a ) any Person is orbecomes the ( as such term is used in Section 13(d ) of the Securities Exchange Act of1934, as amended, and Rule 13d-3 thereunder, except that a Person shall be deemed to have of all shares that any such Person has the right to acquire, whether such right may beexercised immediately or only after the passage of time ), directly or indirectly, of a majority of the totalvoting power represented by all classes of capital stock then outstanding of Party normally entitled to votein elections of directors ; ( b ) Party consolidates with or merges into another corporation or entity, or anycorporation or entity consolidates with or merges into Party, other than ( i ) a merger or consolidation thatwould result in the voting securities of Party outstanding immediately prior to such merger or consolidationcontinuing to represent ( either by remaining outstanding or by being converted into voting securities of thesurviving entity or any parent thereof ) a majority of the combined voting power of the voting securities ofParty or such surviving entity or any parent thereof outstanding immediately after such merger orconsolidation, or ( ii ) a merger or consolidation effected to implement a recapitalization of Party ( or similartransaction ) in which no Person becomes the beneficial owner, directly or indirectly, of voting securities ofParty representing a majority of the combined voting power of Party ’s then outstanding securities ; or ( c)Party conveys, transfers or leases all or substantially all of its assets to any Person other than a wholly - owned Affiliate of such Party ; provided, that a financing transaction, the primary purpose of which is toraise capital for such Party, shall in no event be considered a Change of Control