definiens: means, with respect to a Person ( an ), from and after the Effective Date, a transaction involving such Acquir ed Person in which : ( a ) any Person or group of Pers ons becomes the beneficial owner ( directly or indirectl y ) of more than fifty percent ( 50 % ) of the voting s hares of such Acquired Person, ( b ) such Acquired Person cons olidates with or merges into or with another Person pursuant to a transaction in which more than fifty percent ( 50 % ) of the voting shares of the acquiring or resulting entity outstanding immediately after such consolida tion or merger is not held by the holders of the ou tstanding voting shares of such Acquired Person immediately p receding such consolidation or merger, or ( c ) that Acquired Person sells or transfers to another Person all or substantially all of its assets ( such transaction d escribed in sub - clause ( c ), a ) . Notwithstanding the foregoing, the following sh all not constitute a Change of Control : ( i ) a sale of capital stock to underwriter s in an underwritten public offering of a Party ’s c apital stock solely for the purpose of financing, ( ii ) the acqui sition of securities of the Acquired Person by any Person or group of Persons that acquires the Acquired Person ’ s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Acquired Person through the issuance of eq uity securities, or ( iii ) a transaction solely to change the domicile of a Party