definiens: means ( i ) the sale of all or substantially all of the assets of a Party or ( ii ) the acquisition of a Party by another entity in which such other entity obtains Control of such Party by means of merger or consolidation resulting in the exchange of the outstanding shares of such Party for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiaries ( in each case provided that the consideration to be received by such Party 's stockholders, or other equity holders, consists solely of cash and/or publicly traded securities ), unless the stockholders ( or other equity holders ) of such Party, as constituted immediately prior to such transaction, hold immediately after such transaction a majority of the voting power of the surviving or resulting entity in such a transaction ( or majority voting power in an entity that Controls ( as defined in Section 1.6 ) the surviving or resulting entity ) . For clarity, no public offering of stock or other securities shall be considered a Change of Control