definiens: . Change in Control means, with respect to a Party, the closing of a tender offer, stockpurchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of assets or othertransaction ( a ), as a result of which any Person or group ( as such term is defined under Section 13(d ) of theSecurities Exchange Act of 1934, as amended ) ( a ) becomes the beneficial owner, directly or indirectly, of securities of suchParty representing more than fifty percent ( 50 % ) of the common stock of such Party or representing more than fifty percent(50 % ) of the combined voting power with respect to the election of directors ( or members of any other governing body ) ofsuch Party ’s then outstanding securities, ( b ) obtains the ability to appoint a majority of the Board of Directors ( or othergoverning body ) of such Party or ( c ) obtains the ability to direct the operations or management of such Party or any successorto such Party ’s business, unless, immediately following such Transaction, all or substantially all of the Persons and groupswho were the beneficial owners of such Party ’s voting securities immediately prior to such Transaction beneficially own, directly or indirectly, more than fifty percent ( 50 % ) of the combined voting securities of the resulting or surviving entity insuch Transaction ; provided, however, that a Change in Control shall not result from any Transaction that occurs solelybetween such Party and any one or more of its then - current Affiliates