definiens: means, with respect to a Party, that : ( a ) any Third Party acquires directly or indirectly the benefic ial ownership of any voting security of such Party, or if the percentage ownership of such Third Party in the voting securities of such Party is increased through stock redemption, cancellation, or other recapitalization, and immediately after such acquisi tion or increase such Third Party is, directly or indirectly, the beneficial owner of voting securities representing more than 50 % of the total voting power of all of the then outstanding voting securities of such Party ; ( b ) any merger, consolidation, reca pitalization, or reorganization of such Party is consummated that results in all of the shareholders or equity holders of such Party immediately prior to such transaction owning less than 50 % of the outstanding voting securities of the surviving entity ( or its parent entity ) immediately following such transaction ; ( c ) the shareholders or equity holders of such Party approve any plan of complete liquidation of such Party, in each case, through one or more related transactions, other than to an Affiliate or p ursuant to one or more related transactions that would result in shareholders or equity holders of such Party immediately prior to such transaction owning more than 50 % of the outstanding voting securities of the surviving entity ( or its parent entity ) imm ediately following such transaction ; or ( d ) the sale or transfer to any Third Party, in one or more related transactions, of all or substantially all of such Party ’s consolidated assets taken as a whole . Notwithstanding the foregoing, a Change of Control will not include a transaction primarily for the purpose of raising capital, whether through public offering, private equity financing, debt financing, or otherwise