definiens: means:(a ) the acquisition, directly or indirectly, in one transaction or a series of related transactions, by any Person or group ( within themeaning of Section 13(d)(3 ) of the Securities Exchange Act of 1934 ) of the beneficial ownership of securities of Purchaser possessing morethan 50 % of the total combined voting power of all outstanding securities of Purchaser ( provided, however, that a Change of Control will notresult upon such acquisition of beneficial ownership if such acquisition occurs as a result of : ( i ) a public offering of Purchaser ’s securities orany financing transaction or series of financing transactions, in each case for bona fide financing purposes or ( ii ) a merger or consolidationinvolving Purchaser where the holders of the outstanding voting securities of Purchaser immediately prior to such merger or consolidation(taken in the aggregate ) possess beneficial ownership of 50 % or more of the total combined voting power of all outstanding voting securities ofPurchaser, the surviving entity, the acquiring entity or a parent or holding company of the acquiring entity, immediately after such merger orconsolidation ) ; or(b ) the sale, transfer or other disposition ( in one transaction or a series of related transactions ) of all or substantially all of theassets of Purchaser, except for a transaction in which the holders of the outstanding voting securities of Purchaser immediately prior to suchtransaction(s ) ( taken in the aggregate ) receive as a distribution with respect to securities of Purchaser more than 50 % of the total combinedvoting power of all outstanding voting securities of the acquiring entity or a parent or holding company of the acquiring entity immediately aftersuch transaction(s )