definiens: means, with respect to Party, any of the following events : ( a ) any Person is or becomesthe ( as such term is used in Section 13(d ) of the Securities Exchange Act of 1934, asamended, and Rule 13d-3 thereunder, except that a Person shall be deemed to have ofall shares that any such Person has the right to acquire, whether such right may be exercised immediately oronly after the passage of time ), directly or indirectly, of a majority of the total voting power represented by allclasses of capital stock then outstanding of Party normally entitled to vote in elections of directors ; ( b ) Partyconsolidates with or merges into another corporation or entity, or any corporation or entity consolidates with ormerges into Party, other than ( i ) a merger or consolidation that would result in the voting securities of Partyoutstanding immediately prior to such merger or consolidation continuing to represent ( either by remainingoutstanding or by being converted into voting securities of the surviving entity or any parent thereof ) a majorityof the combined voting power of the voting securities of Party or such surviving entity or any parent thereofoutstanding immediately after such merger or consolidation, or ( ii ) a merger or consolidation effected toimplement a recapitalization of Party ( or similar transaction ) in which no Person becomes the beneficial owner, directly or indirectly, of voting securities of Party representing a majority of the combined voting power ofParty ’s then outstanding securities ; or ( c ) Party conveys, transfers or leases all or substantially all of itsassets to any Person other than a wholly - owned Affiliate of such Party ; provided, that a financing transaction, the primary purpose of which is to raise capital for such Party, shall in no event be considered a Change ofControl