definiens: . Change of Control means, with respect to a Party : ( a ) a sale, conveyance, or otherdisposition of all or substantially all of a Party ’s assets, ( b ) any merger, consolidation or other business combinationtransaction of such Party with or into another Person, in which the holders of the shares of voting capital stock of such Partyoutstanding immediately prior to such transaction continue to hold ( either by such shares remaining outstanding or by theirbeing converted into shares of voting capital stock of the surviving entity ) less than a majority of the total voting powerrepresented by the shares of voting capital stock of such Party ( or the surviving entity ) outstanding immediately after suchtransaction, or ( c ) the direct or indirect acquisition ( including by way of a tender or exchange offer ) by any Person, or Personsacting as a group, excluding in either case any Person who was a shareholder of such Party as of the Effective Date, ofbeneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of thethen outstanding shares of capital stock of such Party ; provided, however, that the acquisition of shares issued by such Partyin an equity financing shall not be considered for purposes of determining whether there has been a Change of Control