definiens: has the meaning ascribed to that term in Section 4.1 1.33 means either : ( a ) a sale of all or substantially all of the assets or a Party in one or a series of integrated transactions not in the ordinary course of business to a'rhird Pm1y ; or ( b ) the acquisition of control ( as defined in Section 1.8 ) of a PaI1y by a ' I'hird Party by means of any transaction or series of related transactions to which such Party is a partv ( including, any stock acquisition, merger or consolidation ) ; Iorovided, however, that a Change of Control shall illotbe occasioned by the sale and issuance by a Party of its · equity securities to a Third Partyi primarily for capital raising purposes, unless such issuance for such capital raising purposes would result in an increase in the directol'indirect ownership of securities of a Person who owned, directly or indirectly, capital stock of a Party as of the Restatement Effective Date, to an amount ~qual to or igreater than fifty percent ( 50 % ) of the total issued capital stock of a Party ., For clarity, a Change of Control would not mclude any transactIon or senes of transactions m whIch the holders of voting securities of a Party outstanding immediately prior to such transaction continue to retain ( either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity ), as a result of shares in the Party held by such holders prior to such transaction, fifty percent ( 50 % ) or more of the total voting power represented by the voting securities of the acquiring entity outstanding immediately after such transaction or series of transactions