definiens: shall mean the occurrence of any of the following : ( a ) anyconsolidation or merger of Company with or into any third party, or any other corporate reorganization involving a third party, inwhich those persons or entities that are 100 % stockholders of Company immediately prior to such consolidation, merger orreorganization own less than fifty percent ( 50 % ) of the surviving entity ’s voting power immediately after such consolidation, merger or reorganization ; or ( b ) a change in the legal or beneficial ownership of fifty percent ( 50 % ) or more of the voting securitiesof Company ( whether in a single transaction or senes of related transactions ) where, immediately after giving effect to suchchange, the legal or beneficial owners of more than fifty percent ( 50 % ) of the voting securities of Company are third parties thatare not an Affiliate of Company ; or ( c ) the sale or other disposition for value of all or substantially all of Company assets in one ora series of related transactions to a third party that is not an Affiliate of Company ; however in no event shall the sale of equity orother securities for the primary purpose of financing the Company be a Sale or Change of Control for purposes of thisSection 16.3