definiens: means, with respect to a specified party, ( i ) a m erger or consolidation or other similar transaction to which the party entere d where the shareholders of such party immediately prior to such transaction hold, following the transaction, l ess than fifty percent ( 50 % ) of the voting securiti es of the surviving entity ; or ( ii ) the sale, exchange, or tr ansfer of all or substantially all of the assets of such party ( on a consolidated basis ) after which the shareholders of the party immediately prior to such transaction ho ld less than fifty percent ( 50 % ) of the voting securities of the corporation or other business entity to which the assets were transferred . Notwithstanding the foregoing, the ter m Change of Control shall not include ( i ) any trans action or series of related transactions that are part of an internal voluntary reorganization and/or restructur ing of the party that does not involve the acquisition of control by a third party, or ( ii ) a transaction involving the sale of securities of a party primarily for purposes of fin ancing