definiens: means : ( a ) any merger, consolidation, business co mbination or sale of shares of stock other than in a direct issuance of shares of stock by Hyperion for fair value, that, if complete d, will result in the stockholders of Hyperion prior to such trans action not having voting control of the surviving e ntity immediately after the transaction such that they, a cting in concert with one another, could not elect a majority of the board of directors of the surviving entity ; or ( b ) the sale, transfer, exchange or other dispositi on of all or substantially all of Hyperion ’s assets or business relating to this Agreement ( whether alone or in con nection with a sale, transfer, exchange or other disposition of other assets or businesses of Hyperion ) . Notwithsta nding the foregoing, Change in Control shall not include a fi nancing transaction, either in the form of a privat e equity financing or public offering