definiens: means the occurrence of any of the following : ( a ) a Party enters into a merger, consolidation, stock sale or sale or transfer of al l or substantially all of its assets or business ( o r that portion thereof to which this Agreement relates ), or other similar transaction or series of transactions with a Third Party ; or ( b ) any transaction or series of related transactions i n which any Third Party or group of Third Parties a cquires beneficial ownership of securities of a Party repre senting more than fifty percent ( 50 % ) of the combin ed voting power of the then outstanding securities of such Pa rty . Notwithstanding the foregoing, ( 1 ) a stock sal e to underwriters of a public offering of a Party ’s capi tal stock or other Third Parties solely for the pur pose of financing or a transaction solely to change the domicile of a Party or ( 2 ) a shift in the majority of the voting power of Naia as a resulting of a financing in which Naia issues convertible preferred shares or other securities to investors ( including existing investors ) in an arm ’s length t ransaction shall not constitute a Change of Control