definiens: means, with respect to a PARTY ( a ) a sale, lease, or other disposition of all or substantially all of its assets, rights or businesses or sale of substantially all of its intellectual property, each in any transaction or series of transactions, or the acquisition of suchPARTY by, or merger, consolidation, reorganization, or business combination ( an ) of a PARTY into or with, another entity in which thestockholders of such PARTY immediately prior to such EVENT do not own, after such EVENT, a majority of the outstanding voting shares of thesurviving, purchasing, or newly resulting business entity ( a ) ; or ( b ) any transaction or series of related transactions to whicha PARTY is a party in which in excess of fifty percent ( 50 % ) of such PARTY ’s voting power is transferred ; provided, however, any consolidation, business combination, or merger effected exclusively to change the domicile of a PARTY or the issuance of shares by the PARTY in a transactionwhose primary purpose is to raise capital for such PARTY and does not involve any MERGER TRANSACTION, shall not be deemed a CHANGE INCONTROL