definiens: means the occurrence of any of the following : ( a ) a Party entering into a merger, consolidation, stock sale or sale or transfer of all or substantially all of its assets, or other similar transaction or series of related transactions with another entity, unless, following such transaction or transactions, ( i ) the individuals and entities who were the beneficial owners of the outstanding voting securities of such Party immediately prior to such transaction or transactions beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or similar governing persons of the corporation or other entity resulting from such transaction or transactions ( ) in substantially the same proportions as their ownership immediately prior to such transaction or transactions of such outstanding voting securities, and ( ii ) at least fifty percent ( 50 % ) of the members of the Board of Directors or similar governing body of the Successor were members of the Board of Directors of such Party at the time of the execution of the initial agreement, or the action of the Board of Directors of such Party, governing such transaction or transactions ; or ( b ) any transaction or series of related transactions in which any Person or group of Persons acquires beneficial ownership of securities of a Party representing more than fifty percent ( 500/0 ) of the combined voting power of the then outstanding securities of such Party ; -2 - Sv\732789.13 Execution Version provided, however, that notwithstanding subsection ( a ) or ( b ) above, a stock sale to underwriters ofa public offering of such Party 's capital stock shall not constitute a Change of Control