definiens: means(a ) a transaction or series of related transactions that results in the sale or other disposition of all or substantially allof a Party ’s assets relating to the subject matter of this Agreement ; or(b ) a merger or consolidation in which a Party is not the surviving corporation or in which, if a Party is the survivingcorporation, the shareholders of such Party immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, possess a majority of the voting power of all of the Party’soutstanding stock and other securities and the power to elect a majority of the members of the Party ’s board of directors ; or(c ) a transaction or series of related transactions ( which may include without limitation a tender offer for a Party’sstock or the issuance, sale or exchange of stock of a Party ) if the shareholders of such Party immediately prior to the initialsuch transaction do not, immediately after consummation of such transaction or any of such related transactions, own stock orother securities of the entity that possess a majority of the voting power of all of the Party ’s outstanding stock and othersecurities and the power to elect a majority of the members of the Party ’s board of directors ; provided, however, thatnotwithstanding anything in the foregoing, the issuance of stock by a Party in an equity financing shall not constitute aChange of Control