definiens: means the occurrence of any of the following : ( a ) a Party enters into a merger, consolidation, business combination, recapitalization, share exchange, stock sale or sale or transfer of all or substantially allof its assets to which this Agreement relates, or other similar transaction or series of transactions with a Third Party ; or ( b)any transaction or series of related transactions in which any Third Party or group of Third Parties acquires beneﬁcialownership of securities of a Party representing more than ﬁfty percent ( 50 % ) of the combined voting power of the thenoutstanding securities of such Party . Notwithstanding the foregoing clauses ( a ) or ( b ), a stock sale to underwriters of a publicoﬀering of a Party ’s capital stock or other Third Parties solely for the purpose of ﬁnancing or a transaction solely to changethe domicile of a Party shall not constitute a Change of Control