definiens: means ( a ) any person or entity becomes the benefi cial owner, directly or indirectly, of Customer ’s securities representing 5 0 % or more of the combined voting power of Customer ’s then outstanding securities entitled to vote in the election of directors ; ( b ) Customer is party to a merger or consolidation which results in the voting securities of Customer outstanding immediately prior thereto failing to continue to re present ( either by remaining outstanding or by being converted into voting securities of the survi ving or another entity ) at least fifty ( 50 % ) percen t of the combined voting power of the voting securiti es entitled to vote in the election of directors of Customer or such surviving or other entity outstand ing immediately after such merger or consolidation ; ( c ) a majority of the board of direc tors ( or similar governing body ) of Customer shall consist of individuals other than members of the board of directors ( or similar governing body ) of Customer on the Effective Date ; ( d ) the sa le or disposition of all or substantially all of Customer ’s assets ( or consummation of any transacti on having similar effect to a non - Affiliate of Customer ) ; or ( e ) the dissolution or liquidation of Customer ; provided, however, that Change of Control shall not include any transaction or series of transactions entered into primarily for corporate restructuring or equity financing purpose s ( including, without limitation, any venture capital or private equity investment or any public offering of securities ) in which no other entity to the transaction or series of transactions is ( 1 ) a Direct Competitor or ( 2 ) is an Affiliate of Custome r at the time of such transaction(s ) or becomes an Af filiate of Customer by nature of such transaction(s )