definiens: means, with respect to a PARTY ( a ) a sale, lease, or other disposition ofall or substantially all of its assets, rights or businesses or sale of substantially all of its intellectual property, each inany transaction or series of transactions, or the acquisition of such PARTY by, or merger, consolidation, reorganization, or business combination ( an ) of a PARTY into or with, another entity in which thestockholders of such PARTY immediately prior to such EVENT do not own, after such EVENT, a majority of theoutstanding voting shares of the surviving, purchasing, or newly resulting business entity ( a ) ; or ( b ) any transaction or series of related transactions to which a PARTY is a party in which inexcess of fifty percent ( 50 % ) of such PARTY ’s voting power is transferred ; provided, however, any consolidation, business combination, or merger effected exclusively to change the domicile of a PARTY or the issuance of sharesby the PARTY in a transaction whose primary purpose is to raise capital for such PARTY and does not involve anyMERGER TRANSACTION, shall not be deemed a CHANGE IN CONTROL