definiens: means ( a ) the acquisition of a Party by another entity by means of a transactionor series of related transactions ( including without limitation, any reorganization, merger or consolidation ) that results inthe transfer of fifty percent ( 50 % ) or more of the voting securities of such Party, ( b ) a sale of all or substantially all of theassets of a Party, or ( c ) the acquisition by any person or other entity ( other than a Party and its Affiliates or employeebenefit plans ), including any person or group as defined in Paragraphs 3(a)(9 ) and 13(d ), 14(d ) and Rule 13d-5 of theExchange Act of more than fifty percent ( 50 % ) of the voting securities of such Party ; provided however, that no Changein Control shall occur by reason of ( a ) an initial public offering, or ( ii ) a reorganization, merger, consolidation, or sale, thesole purpose of which is to change the state of a Party ’s incorporation or to create a holding company that will be ownedin substantially the same proportions by the persons who held such Party ’s securities immediately before suchtransaction