definiens: means, with respect to [COMPANY], ( a ) a merger or con solidation of [COMPANY] with a Third Party which results in the voting securities of [COMPANY] outstandi ng immediately prior thereto ceasing to represent a t least 50 % of the combined voting power of the surviving entity i mmediately after such merger or consolidation, ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the ow ner of 50 % or more of the combined voting power of [COMPANY] ’ outstan ding securities, ( c ) the sale or other transfer to a Third Party of all or substantially all of [COMPANY] ’ business to w hich the subject matter of this Agreement relates, or ( d ) the stockholders or equity holders of [COMPANY] will approv e a plan of complete liquidation of [COMPANY] or an agr eement for the sale or disposition by [COMPANY] of all or a substantia l portion of its assets, other than pursuant to the transaction as described above or to an Affiliate . Notwithstanding the foregoing, the sale or issuance of shares in e xchange for cash for purposes of a bona fide financing will not constitute a Change of Control