definiens: shall mean the occurrence of any of the following after the Effective Date : ( a ) a transaction or series of related transactions that results in the sale, transfer or other dispos ition of all or substantially all of [COMPANY] ’s assets ; ( b ) a merger or consolidation in which [COMPANY] is not the surviving corporation or in which, if Trov agene is the surviving corporation, the beneficial owners of the outstanding voting securities of [COMPANY] imm ediately prior to the consummation of such merger or consolidation do not, immediately af ter consummation of such merger or consolidation, beneficially own, directly or indirectly, stock or other securities of [COMPANY] that possess fifty pe rcent ( 50 % ) or more of the voting power of all [COMPANY] ’s outstan ding stock and other securities and the power to el ect a majority of the members of [COMPANY] ’s board of dir ectors ; ( c ) a transaction or series of related transactions ( which may include, without limitation, a tender o ffer for [COMPANY] ’s stock or the issuance, sale or exchange of stock of [COMPANY] ) whereby the beneficial owne rs of the outstanding voting securities of [COMPANY] immediat ely prior to such transaction or series of transact ions do not, immediately after consummation of such transaction or any of such related transactions, own stock or o ther securities of [COMPANY] that possess fifty percent ( 50 % ) or more of the voting power of all [COMPANY] ’ s outstanding stock and other securities and the powe r to elect a majority of the members of [COMPANY] ’s board of directors ; or ( d ) the acquisition ( whether in a single transactio n or series of related transactions ) after the Effe ctive Date by a Third Party or Group ( as such term is defined in th e Securities Exchange Act of 1934, as amended ) of b eneficial ownership of fifty percent ( 50 % ) or more of Trovage ne ’s voting securities or other securities, indebte dness or other rights convertible into such voting securitie s ; provided, that a Change of Control shall not include any transaction or series of transactions solely for bona fide financing purposes in which cash is received by [COMPANY] or indebtedness of [COMPANY] is cancelled or converted or a combination thereof for so long as the Third Party or Group acquiring such ownership does not then or thereafter have any other relationship with [COMPANY] other than such financing arrangement, in cluding any arrangement involving the development, manufacture or commercialization of a Product