definiens: , and have the meanings given in Section 13(d ) of the Securities Exchange Act of 1934(as amended ) and Rules 13d-3 and 13d-5(b)(1 ) under said Act ) ; ( i ) becomes the beneficial owner of Voting Stock ofsuch Party representing fifty percent ( 50 % ) or more of the total voting power of all outstanding Voting Stock ofsuch Party as of just after such transaction ( other than pursuant to a new issuance of Voting Stock by the Party inconnection with a bona fide equity financing in the form of a public offering made to the general public or a privatefinancing in which no person that is not primarily a financial investor becomes the beneficial owner of fifty percent(50 % ) or more of the total voting power of all outstanding Voting Stock of such Party ), or ( ii ) acquires the actualpower and ability ( direct or indirect ) to elect a majority of the members of the Party ’s Supervisory Board ( other thanas a result of an equity financing as provided in subclause ( i ) above )