definiens: means any transaction in which a party : ( a ) sells, conveys or otherwise disposes of all orsubstantially all of its property or business ; or ( b ) merges, consolidates with, or is acquired by any other Person ( other than awholly - owned subsidiary of such party ), such that the stockholders of such party immediately prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, at least fifty percent ( 50 % ) of the Exhibit A - 3 - [ * ] Confidential Treatment Request edoutstanding voting securities or capital stock of the surviving Person following the closing of such merger, consolidation, other transaction or series of transactions . As used in this definition, Person means any corporation, firm, partnership or otherlegal entity . A party shall promptly notify the other party if a Change of Control occurs . For avoidance of doubt, a dilutivepublic stock offering shall not be deemed a Change of Control