definiens: means, with respect to a party, the occurrence of any of the following events : ( i ) theacquisition by any Third Party ( or a group of Third Parties acting in concert ), whether in a single transaction or aseries of related transactions, of beneficial ownership of securities of such party representing more than fifty percent(50 % ) of the combined voting power of such party ’s then outstanding securities entitled to vote generally in theelection of directors, provided that ( A ) such party ’s current stockholders shall not be deemed to be acting in concertby virtue of their current or future ownership of such party ’s securities or rights as security holders ( including rights tonominate members of such party ’s board of directors ) and ( B ) Third Parties who purchase such party ’s securities infuture financing transactions, including a public offering, shall not be deemed to be acting in concert by virtue ofpurchasing the same securities and collectively negotiating, or receiving, their rights as security holders in suchfinancing transactions ; or ( ii ) the consummation of a merger ( including any reverse merger or other similar transactionor series of transactions ) or consolidation of such party with a Third Party, which results in such party ’s votingsecurities outstanding as immediately prior thereto representing ( either by remaining outstanding or by beingconverted into voting securities of the surviving or another entity ) fifty percent ( 50 % ) or less of the combined votingpower of the voting securities of, as applicable, such party or such surviving or other entity which are outstanding asimmediately after such merger or consolidation, or ( iii ) the bona fide sale, transfer, exclusive license, or otherdisposition, whether in a single transaction or series of related transactions, by such party to a Third Party of all orsubstantially all the assets of such party related to this Agreement . Notwithstanding anything in the foregoing to thecontrary, the IPO shall not be deemed a Change of Control