definiens: means an equity financing ( excluding, for the pu rpose of clarity, any issuance of options or warrants to employe es, directors and consultants in the ordinary course of business ) ( a ) in which shares of [COMPANY] 's capital stock or evidence of indebtedness that is convertible into [COMPANY] 's capital stock are issued or tra nsferred and [COMPANY] receives at least Two Million Dollars ( $ 2, 000,000 ) in cash in proceeds, or ( b ) in which shares of [COMPANY] 's capit al stock or evidence of indebtedness that is convertible into Sant arus 's capital stock are issued or transferred and a third party ac quires a majority of the voting interests in [COMPANY] . Notwithstand ing the foregoing, this Section 7.5 shall not apply as long as San tarus 's capital stock continues to be listed on any stock exchan ge or the like in the United States following an initial public offerin g of [COMPANY] 's capital stock . The provision and contents of any n otice by [COMPANY] under this Section 7.5 shall be deemed to be the Conf idential Information of [COMPANY]