definiens: means, with respect to a Party, any of the follow ing events : ( a ) any Third Party ( or group of Third Parties acting in concert ) acqui res, directly or indirectly, shares of such Party r epresenting at least a majority of the voting power ( where voting refers to being entitled to vote for the election o f directors ) then outstanding of such Party ; ( b ) such Party cons olidates with or merges into another corporation or entity which is a Third Party, or any corporation or entit y which is a Third Party consolidates with or merge s into such Party, in either event pursuant to a transaction in which at least a majority of the voting power of t he acquiring or resulting entity outstanding immediately after such consolidation or merger is not held by the holders of the outstanding voting power of such Party immediately preceding such consolidation or merger ; or ( c ) such Party conveys, transfers, licenses and/or leases all or s ubstantially all of its assets to a Third Party . No twithstanding anything to the contrary in this paragraph, a Chang e of Control shall not include any transaction or s eries of transactions : ( i ) involving solely a Party and its Affiliates, ( ii ) in which the stockholders of a Par ty immediately prior to such transaction hold at least fifty ( 50 % ) of the voting power of the surviving company or ul timate parent company of the surviving company, ( iii ) in w hich voting securities of a Party are acquired by a ny employee benefit plan ( or related trust ) sponsored or maintained by such Party or its Affiliates ; or ( iv ) for bona fide capital raising purposes ( including a public o ffering ) or tax purposes ( including the change of p lace of incorporation or domicile of a Party )