definiens: shall mean with respect to a Party : ( a ) the sale to a Third Party of all or substantially all ofsuch Party 's assets and business ; ( b ) a merger, reorganization or consolidation involving such Party and a Third Party in whichthe voting securities of such Party outstanding immediately prior thereto ceases to represent at least fifty percent ( 50 % ) of thecombined voting power of the surviving entity immediately after such merger, reorganization or consolidation ; or ( c ) a person orentity, or group of persons or entities, acting in concert acquire more than fifty percent ( 50 % ) of the voting equity securities ormanagement control of such Party . Notwithstanding the foregoing, a Change of Control shall not be deemed to occur ( i ) onaccount of the acquisition of securities of a Party by any institutional investor, or affiliate thereof, or similar investor, thatacquires the Party 's securities in a transaction or series of related transactions that are primarily a private financing transactionof the Party or ( ii ) a sale of assets, merger, or other transaction effected exclusively for the purpose of changing domicile ofthe Party . For clarity, any public offering of a Party 's equity securities shall not be deemed to be a Change of Control