definiens: means in respect of a Party hereto ( i ) the liquidation or dissolution of such Party or thesale or other transfer by such Party ( excluding transfers to subsidiaries ) of all or substantially all of its assets ; or(ii ) the occurrence of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of assets or other transaction, as a result of which any person, entity or group(a ) becomes the beneficial owner, directly or indirectly, of securities of such Party representing more than fifty percent(50 % ) of the ordinary shares of such Party or representing more than fifty percent ( 50 % ) of the combined voting powerwith respect to the election of directors ( or members of any other governing body ) of such Party ’s then outstandingsecurities, or ( b ) obtains the ability to appoint a majority of the Board of Directors ( or other governing body ) of suchParty, or obtains the ability to direct the operations or management of such Party or any successor to such Party’sbusiness ; provided, however, that Change in Control shall not include the issuance by a Party of equity to the publicthrough a public offering or offerings, or the financing of a Party through venture - capital or other like financing