definiens: . Change of Control means, with respect to a Party or other Person : ( a ) the bona fide acquisition by any Person or group ( within the meaning of Sections 13(d)(3 ) or14(d)(2 ) of the Securities Exchange Act of 1934 ) of beneficial ownership of any capital stock of such Party ( or any direct orindirect parent thereof ), if after such acquisition, such Person or group would be the ( as defined inRule 13d-3 under the Securities Exchange Act of 1934 ), directly or indirectly, of securities of such Party or any direct orindirect parent of such Party representing more than fifty percent ( 50 % ) of the combined voting power of such Party ’s then - outstanding securities entitled to vote generally in the election of directors ; ( b ) the consummation after approval by a Party ’s ( or any direct or indirect parent ’s thereof)stockholders of a bona fide merger or consolidation of such Party ( or any direct or indirect parent thereof ), with any otherPerson, other than a merger or consolidation which would result in such Party ’s ( or any direct or indirect parent ’s thereof)voting securities outstanding immediately prior to such consummation continuing to represent ( either by remainingoutstanding or by being converted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of thecombined voting power of such Party ’s ( or any direct or indirect parent ’s thereof ) voting securities or such surviving entity’svoting securities outstanding immediately after such merger or consolidation ; or ( c ) the bona fide sale, lease, transfer, exclusive license or other disposition, in a single transaction orseries of related transactions, by a Party ( or any direct or indirect parent thereof ) of all or substantially all the assets of suchParty