definiens: means, with respect to a Party, a change in ownership or control of that Party effectedthrough ( 1 ) the acquisition, directly or indirectly, by any entity or related group of entities, from existing shareholdersof such Party of beneficial ownership of securities possessing more than 50 % of the total combined voting power ofthe Party ’s outstanding securities that results in such entity or group of entities having effective control over themanagement and business affairs of such Party, or ( 2 ) a merger or consolidation of such Party with another entity inwhich securities possessing more than 50 % of the total combined voting power of the Party ’s outstanding securitiesissued and existing as of just before such transaction are transferred to an entity or entities different from the entitiesholding those securities immediately prior to such transaction, or ( 3 ) the sale, transfer or other disposition of all orsubstantially all of the Party ’s assets in complete liquidation or dissolution of the Party . A transaction intended tooperate as a change of management of the Party, including a „ reverse merger ”, shall be deemed a Change of Control