definiens: shall mean with respect to a Party : ( 1 ) the sale of all or substantially all of such Party’sassets or business relating to this Agreement ; ( 2 ) a merger, reorganization or consolidation involving such Partyin which the voting securities of such Party outstanding immediately prior thereto cease to represent more thanfifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, reorganization or consolidation ; or ( 3 ) a person or entity, or group of persons or entities, acting in concert, acquiring fifty percent ( 50 % ) or more of the voting equity securities or management control of such Party, ineach of ( 1 ), ( 2 ) and ( 3 ) above excluding any such transaction between a Party and its Affiliate . In no event will aChange of Control include any transaction in which a Party or its successor(s ) issues securities to investorssolely for capital raising purposes