definiens: means, with respect to a Party : ( a ) the sale of a ll or substantially all of such Party ’s assets or business to which the subject mat ter of this Agreement relates ; ( b ) a merger, reorga nization or consolidation involving such Party in which the hol ders of the voting securities of such Party outstan ding immediately prior thereto cease to beneficially own at least fifty percent ( 50 % ) of the combined votin g power of the surviving entity, directly or indirectly, immed iately after such merger, reorganization or consoli dation ; or ( c ) a transaction or series of related transactions in which an entity ( together with its Affiliates ) or individual, or group of entities ( and their affiliates ) and/or ind ividuals acting in concert, acquires more than fift y percent ( 50 % ) of the voting equity securities of such Party, or ( d ) the stockholders or equity holders of such Party will approve a plan of complete liquidation of such Party or an agreement 3 EXECUTION VERSION for the sale or disposition by such Party of all or a substantial portion of its assets, other than pu rsuant to the transaction as described above or to an Affiliate . Notwithstanding the foregoing, the sale or issuance of shares in exchange for cash for purposes of a bona fide financing will not constitute a Change of Control