definiens: means with respect to a Party : ( a ) the acquisitio n, directly or indirectly, by a Person or ( whether in a single transaction or mult iple transactions ) of more than 50 % of the voting p ower of such Party or of beneficial ownership of ( or the ri ght to acquire such beneficial ownership ) of more t han 50 % of the outstanding equity or convertible securities of such Party ( including by tender offer or exchange offer ) ; ( b ) any merger, consolidation, share exchange, business combination, recapitalization, the sale of substan tially all assets of, or similar corporate transaction involvi ng such Party ( whether or not including one or more wholly owned subsidiaries of such Party ), other than : ( i ) transactions involving solely such Party and one of more Affiliates, on the one hand, and one or more of suc h Party ’s Affiliates, on the other hand, and/or ( ii ) transactions in which the stockholders of such Party immediately prior to such transaction hold at least 50 % of the voting power of the surviving company or ultimate parent c ompany of the surviving company ; or ( c ) the adoptio n of a plan relating to the liquidation or dissolution of such Party . For purposes of this definition, the te rms and shall have the meaning accor ded in the U.S. Securities Exchange Act of 1934 and the regulations promulgated thereunder in effect as of the Effective Date, or any similar standard under i ts foreign equivalent Applicable Law, on a country - by - country basis . A Change of Control shall exclude any bona f ide equity financing of a Party, including any initial public offering of the Party ’s stock under the U.S