definiens: means : ( a ) a transaction or series of related transactions tha t results in the sale or other disposition of all o r substantially all of a Party ’s assets ; or ( b ) a merger or consolidation in which a Party is not the surviving corporation or in which, if Party is the surviving, corporation, the shareholders of such Party immediately prior to the consummation of such merger or consolidation do nor, immediately after consummation of such merger or consolidation, possess a majority of the voting power of all of th e Party ’s outstanding stock and other securities and the power to elect a majority of the members of the Party ’s board of directors ; or Confidential [ 3 ] ( c ) a transaction or series of related transactions ( which may include without limitation a tender offer for a Party ’s stock or the issuance, sale or exchange of stock of a Party ) if the shareholders of such Party immediately prior to the initial such transaction do not, immediately after consu mmation of such transaction or any of such related transactions, own stock or other securities of the entity that possess a majority of the voting power of all of the Party ’s outstanding stock and other securities and the power to elect a majority of the m embers of the Party ’s board of directors ; provided, however, that notwithstandi ng anything in the foregoing, the issuance of stock by a Party in an equity financing shall not c onstitute a Change of Control