definiens: means the occurrence of any of the following : ( a ) a Party entering into a merger, consolidation, stoc k sale or sale or transfer of all or substantially all of its assets, or other similar t ransaction or series of related - 2 - FINAL VERSION transactions with another entity, unless, following such transaction or transactions, ( i ) the individu als and entities who were the beneficial owners of the outstanding v oting securities of such Party immediately prior to such transaction or transactions beneficially own, direc tly or indirectly, at least fifty percent ( 50 % ) of the combined voting power of the then outstanding voting securit ies entitled to vote generally in the election of d irectors or similar governing persons of the corporation or oth er entity resulting from such transaction or transa ctions ( ) in substantially the same proportions as their ow nership immediately prior to such transaction or transactions of such outstanding voting securities, and ( ii ) at least fifty percent ( 50 % ) of the membe rs of the Board of Directors or similar governing body of the Successor were members of the Board of Directors o f such Party at the time of the execution of the initial a greement, or the action of the Board of Directors o f such Party, governing such transaction or transactions ; or ( b ) any transaction or series of related transactions i n which any Person or group of Persons acquires beneficial ownership of securities of a Pa rty representing more than fifty percent ( 50 % ) of t he combined voting power of the then outstanding securities of such Party ; provided, however, that notwithstanding subsection ( a ) or ( b ) above, a stock sale to underwriters of a public offering of such Party ’s capital stock shall not co nstitute a Change of Control