definiens: means with respect to a Party, any of the following events : ( i ) any Third Party ( or group ofThird Parties acting in concert as a within the meaning of Section 13(d ) of the Exchange Act ) acquires ( including byway of a tender or exchange offer or issuance by such Party ), directly or indirectly, beneficial ownership or a right to acquirebeneficial ownership of shares of such Party representing fifty percent ( 50 % ) or more of the voting shares ( where voting refersto being entitled to vote for the election of directors ) then outstanding of such Party, but excluding for such purposes anytransaction or series of transactions with Financial Investors made for bona fide equity financing purposes in which cash isreceived by Bluebird or indebtedness of Bluebird is cancelled or converted or a combination thereof ; ( ii ) such Partyconsolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entity which is aThird Party consolidates with or merges into such Party, in either event pursuant to a transaction in which more than fiftypercent ( 50 % ) of the voting shares of the acquiring or resulting entity outstanding immediately after such consolidation ormerger is not held by the holders of the outstanding voting shares of such Party immediately preceding such consolidation ormerger ; or ( iii ) such Party sells, transfers, leases or otherwise disposes of all or substantially all of its assets to a Third Party