definiens: means, with respect to a Party : ( a ) the acquisition by anyThird Party of beneficial ownership of fifty percent ( 50 % ) or more of the then outstanding common sharesor voting power of such Party, other than acquisitions by employee benefit plans sponsored or maintainedby such Party, or in connection with a public or private financing ; ( b ) the consummation of a businesscombination involving such Party, unless, following such business combination, the stockholders of suchParty immediately prior to such business combination beneficially own directly or indirectly more than fiftypercent ( 50 % ) of the then outstanding common shares or voting power of the entity resulting from suchbusiness combination ; or ( c ) the sale of all or substantially all of such Party ’s assets or business relatingto the subject matter of the Agreement . Notwithstanding the foregoing, any transaction or series oftransactions effected for the purpose of changing the form or jurisdiction of organization of such Party(such as a corporate reorganization ) will not be deemed a for purposes of thisAgreement