definiens: means the following, as applied only to the entirety of that part of Eidos ’ business that exer cises all of the rights granted under this Agreement : ( A ) acquisition of ownership — directly or indirectly, beneficially or of record — by any person or group ( within the meaning of the Exchange Act and the rules of the SEC or equivalent body under a different jurisdiction ) that is not an Eidos Affiliate of the capital stock of Eidos representing more than 45 % of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding capital stock of Eidos ; and/ or ( B ) the sale of all or substantially all Eidos ’ assets and/or business in one transaction or in a series of related transactions other than to an Affiliate ; provided, however, that in no event shall the sale of equity or other securities for the primary purpose of financing Eidos be a Change of Control