definiens: shall mean the consummation of a transaction, whether in a singletransaction or in a series of related and substantially contemporaneous transactions, constituting ( i ) amerger, share exchange or other reorganization, ( ii ) the sale by one or more stockholders of a majority of thevoting power of PROQR, or ( iii ) a sale of all or substantially all of the assets of PROQR ( or that portion of itsassets related to the subject matter of this Agreement ), in which the stockholders of PROQR immediatelyprior to such transaction do not own a majority of the voting power of the acquiring, surviving or successorentity, as the case may be ; provided that a Change of Control shall not include a bona fide financingtransaction for the benefit of PROQR ( i.e. in which PROQR raises capital for general working or businesspurposes ) in which voting control of PROQR transfers to one or more persons or entities who acquire sharesof PROQR, and the existing PROQR shareholders receive no consideration directly or indirectly inconnection with the transaction