definiens: means with respect to a party : ( 1 ) the sale of all or substantially all of suchparty ’s assets or business relating to this Agreement ; ( 2 ) a merger, reorganization or consolidation involving suchparty in which the voting securities of such party outstanding immediately prior thereto cease to represent at least fiftypercent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, reorganization orconsolidation ; or ( 3 ) a person or entity, or group of persons or entities, acting in concert acquire more than fiftypercent ( 50 % ) of the voting equity securities or management control of such party ; provided, however, that in everycase, a Change of Control shall not include any transactions or series of transactions principally made for bona fideequity or debt financing purposes in which cash is received by such party or indebtedness of such party is cancelledor converted or a combination thereof