definiens: shall mean, with respect to a party, ( a ) the acqnisition ofsuch party by another entity by means of .. any transaction or series of related transactions(including, without limitation, anyreoriiimizatipD, mergcr or consolidation, but excluding anymerger effected exclusively for the.purpose .ofchanging the domicile of such party ) ; ( b ) the sale, transfer or other disposition of . all or substantially all of the assets of such party ( includingwithout limitation all of its asse, ts relating to this Agreement ) ; or ( c ) the sale of all orsubstantially all of the.capital stock of such party ; unless in each of clauses ( a ) through ( c ) above, such party 's stockholders of record imniediately prior to such acquisition or sale hold ( by virtueof the securities issued in consideration -for such p3rtys acquisition or sale or otherwise ) greaterthan fifty percent ( 50 % ) of the total voting power of the surviving or acquiring entity