definiens: means, with respect to a Party, ( a ) a merger or c onsolidation of such Party with a Third Party which results in the voting securities of such Part y outstanding immediately prior thereto ceasing to represent at least 50 % of the combined voting power of the survi ving entity immediately after such merger or consol idation, ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliat es, becomes the owner of 50 % or more of the combined voting power o f such Party ’s outstanding securities, ( c ) the sale or other transfer to a Third Party of all or substantially a ll of such Party ’s business to which the subject ma tter of this Agreement relates or ( d ) the stockholders or equity holders of such Party will approve a plan of compl ete liquidation of such Party or an agreement for the s ale or disposition by such Party of all or a substa ntial portion of its assets, other than pursuant to the transaction as described above or to an Affiliate . Notwithstand ing the foregoing, the sale or issuance of shares in exchan ge for cash for purposes of a bona fide financing will not constitute a Change of Control