definiens: means the occurrence of any of the following : ( a ) The acquisition, directly or indirectly, in one tra nsaction or a series of related transactions, by any person or group ( within the me aning of Section 13(d)(3 ) of the Securities Exchang e Act of 1934, as amended ) of the beneficial ownership of se curities of the Company possessing more than fifty percent ( 50 % ) of the total combined voting power of all out standing securities of the Company, provided, howev er, that a Change in Control shall not result upon such acqu isition of beneficial ownership if such acquisition occurs as a result of a public offering of the Company ’s securi ties or any financing transaction or series of fina ncing transactions ; ( b ) The consummation of a merger or consolidation in wh ich the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities o f the Company immediately prior to such merger or consoli dation hold as a result of holding Company securiti es prior to such transaction, in the aggregate, securities p ossessing at least fifty percent ( 50 % ) of the total combined voting power of all outstanding voting securities o f the surviving entity immediately after such merge r or consolidation ; ( c ) A reverse merger in which the Company is the surviv ing entity but in which the holders of the outstanding voting securities of the Company immediately prior to such merger hold, in the aggregate, securities possessing less than fifty pe rcent ( 50 % ) of the total combined voting power of a ll outstanding voting securities of the Company or of the acquiring entity immediately after such merger ; or ( d ) The sale, transfer or other disposition ( in one tra nsaction or a series of related transactions ) of all or substantially all of the as sets of the Company, except for a transaction in wh ich the holders of the outstanding voting securities of the Company immediately prior to such transaction(s ) receive a s a distribution with respect to securities of the Comp any, in the aggregate, securities possessing at lea st fifty percent ( 50 % ) of the total combined voting power of all outstanding voting securities of the acquiring entity immediately after such transaction(s )