definiens: means, with respect to [COMPANY], ( a ) a merger or consolidation of [COMPANY] with a Third Party whichresults in the voting securities of [COMPANY] outstanding immediately prior thereto ceasing to represent at least 50 % of thecombined voting power of the surviving entity immediately after such merger or consolidation, ( b ) a transaction orseries of related transactions in which a Third Party, together with its Affiliates, becomes the owner of 50 % or more ofthe combined voting power of [COMPANY] ’ outstanding securities, ( c ) the sale or other transfer to a Third Party of all orsubstantially all of [COMPANY] ’ business to which the subject matter of this Agreement relates, or ( d ) the stockholders orequity holders of [COMPANY] will approve a plan of complete liquidation of [COMPANY] or an agreement for the sale or dispositionby [COMPANY] of all or a substantial portion of its assets, other than pursuant to the transaction as described above or to anAffiliate . Notwithstanding the foregoing, the sale or issuance of shares in exchange for cash for purposes of a bonafide financing will not constitute a Change of Control