definiens: means a merger or consolidation of Acquiror with or into another person or the sale, transfer or otherdisposition of all or substantially all of Acquiror ’s assets to one or more other persons in a single transaction or series of relatedtransactions, in each case which requires the approval of Acquiror ’s stockholders, whether for such transaction or the issuance ofsecurities in such transaction, unless in connection with such transaction securities possessing more than 50 % of the total combinedvoting power of the survivor ’s or acquiror ’s outstanding securities ( or of the securities of any parent ) are held by a person or personswho held securities possessing more than 50 % of the total combined voting power of Acquiror ’s outstanding securities immediatelyprior to such transaction and such voting power among the holders thereof is in substantially the same proportion as the votingpower of Acquiror ’s outstanding securities among the holders thereof immediately prior to such transaction ( disregarding for thesepurposes the voting power of shares subject to a voting agreement or similar arrangement ) . For clarity, the issuance of shares tofinancial investors in connection with transactions that are for capital raising purposes would not be a Change of Control even ifAcquiror issues securities possessing more than 50 % of the total combined voting power of Acquiror ’s outstanding securitiesimmediately prior to such transaction or series of related transactions