definiens: means, as to a Party or other entity, ( a ) a transaction or series of related transactions that result in thesale, exchange, transfer or other disposition of all or substantially all of the Party ’s or other entity ’s assets pertaining to products orcomponents that are subject to this Agreement ; ( b ) a merger or consolidation in which ( i ) the Party or other entity is not the survivingentity or ( ii ) the Party or other entity is the surviving entity, where in either case ( whether ( i ) or ( ii ) ) the persons or entities whoControlled such Party or other entity immediately before the consummation of such merger or consolidation do not, immediately afterconsummation of such merger or consolidation, Control such Party or other entity ; or ( c ) a transaction or series of related transactions(which may include without limitation a tender offer for a Party ’s or other entity ’s or its Controlling parent ’s stock or the issuance, sale, or exchange3of stock of a Party or other entity or its Controlling parent ) if the persons or entities who Controlled such Party or other entityimmediately before the initial such transaction do not, immediately after consummation of such transaction or any of such relatedtransactions, Control such Party or other entity ; provided, however, notwithstanding anything to the contrary in this Agreement, neither ( i ) the issuance of securities by a Party or other entity through a public offering, nor ( ii ) the transfer of ownership or Control in aParty or other entity to one or more of its Affiliates shall constitute a Change of Control