definiens: shall mean the occurrence of any o f the following : ( a ) any consolidation or merger of Compa ny with or into any third party, or any other corpo rate reorganization involving a third party, in which th ose persons or entities that are 100 % stockholders of Company immediately prior to such consolidation, me rger or reorganization own less than fifty percent ( 50 % ) of the surviving entity ’s voting power immedi ately after such consolidation, merger or reorganization ; or ( b ) a change in the legal or ben eficial ownership of fifty percent ( 50 % ) or more of the voting securities of Company ( whether in a single t ransaction or series of related transactions ) where, immediately after giving effect to such change, the legal or beneficial owners of more than fifty perc ent ( 50 % ) of the voting securities of Company are third parties that are not an Affiliate of Company ; or ( c ) the sale or other disposition for value of all or subst antially all of Company assets in one or a series o f related transactions to a third party that is not an Affili ate of Company ; however in no event shall the sale of equity or other securities for the primary purpose of financing the Company be a Sale or Chang e of Control for purposes of this Section 16.3 . ’ [ * * * ] Certain information in this document has been omitted from this exhibit because it is both ( i ) n ot material and ( ii ) would be competitively harmful if publicly disclosed