definiens: means ( a ) the acquisition of any voting securitie s of a Party by any Person other than an Affiliate of such Party, immediately after which such Person has ( within the meaning of Rule 13d-3 promul gated under the Exchange Act ) of more than fifty percent ( 50 % ) of ( i ) the then - outstanding sha res or ( ii ) the combined voting power of the Party ’s then - outstanding voting securities, or ( b ) the sale to a Person other than an Affiliate of suc h Party of all or substantially all of the assets of such Party . Notwithstanding the foregoing, ( 1 ) a stock sale to underwriters of a public offering of a Part y ’s capital stock or other Third Parties solely for the purpose of financing or a transaction solely to change the domicile of a Party or ( 2 ) a shift in t he majority of the voting power of a Party as a result ing of a financing in which a Party issues convertible preferred shares or other securities to investors ( including existing investors ) in an arm ’s length transaction shall not constitute a Change in Control