definiens: shall mean the consummation of a transaction, whether in a singletransaction or in a series of related and substantially contemporaneous transactions, constituting ( i ) a merger, shareexchange or other reorganization to a third party, ( ii ) the sale by one or more stockholders of a majority of the votingpower of Armata, or ( iii ) a sale of all or substantially all of the assets of Armata ( or that portion of its assets related tothe subject matter of this Agreement ) ; in each case, provided that the stockholders of Armata immediately prior tosuch transaction do not own a majority of the voting power of the acquiring, surviving or successor entity, as the casemay be . Notwithstanding the foregoing, a Change of Control Transaction shall not include a bona ﬁde ﬁnancingtransaction for the beneﬁt of Armata ( i.e. in which Armata raises capital for general working, product development orbusiness purposes ) in which voting control of Armata transfers to one or more persons or entities who acquire sharesof Armata, and the existing Armata shareholders receive no consideration directly in connection with thetransaction