definiens: means, with respect to Party, any of the following events : ( a ) any Person is or becomes the ( as such term is used in Section 13(d ) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder, except that a Person shall be deemed to have of all sharesthat any such Person has the right to acquire, whether such right may be exercised immediately or only afterthe passage of time ), directly or indirectly, of a majority of the total voting power represented by all classes ofcapital stock then outstanding of Party normally entitled to vote in elections of directors ; ( b ) Party consolidateswith or merges into another corporation or entity, or any corporation or entity consolidates with or merges intoParty, other than ( i ) a merger or consolidation that would result in the voting securities of Party outstandingimmediately prior to such merger or consolidation continuing to represent ( either by remaining outstanding or bybeing converted into voting securities of the surviving entity or any parent thereof ) a majority of the combinedvoting power of the voting securities of Party or such surviving entity or any parent thereof outstandingimmediately after such merger or consolidation, or ( ii ) a merger or consolidation effected to implement arecapitalization of Party ( or similar transaction ) in which no Person becomes the beneficial owner, directly orindirectly, of voting securities of Party representing a majority of the combined voting power of Party ’s thenoutstanding securities ; or ( c ) Party conveys, transfers or leases all or substantially all of its assets to anyPerson other than a wholly - owned Affiliate of such Party ; provided, that a financing transaction, the primarypurpose of which is to raise capital for such Party, shall in no event be considered a Change of Control