definiens: means with respect to any Party ( the ) ( a ) anysale, exchange, transfer, or issuance to or acquisition in one transaction or a series of relatedtransactions by one or more Third Parties of shares representing more than fifty percent ( 50 % ) ofthe aggregate ordinary voting power entitled to vote for the election of directors represented bythe issued and outstanding stock of the Acquired Entity or any Affiliate that directly or indirectlycontrols the Acquired Entity, whether such sale, exchange, transfer, issuance or acquisition ismade directly or indirectly, by merger or otherwise, or beneficially or of record, but excluding theissuance of shares in a financing transaction ; ( b ) a merger or consolidation under Applicable Lawof the Acquired Entity with a Third Party in which the shareholders of the Acquired Entity or anyAffiliate that directly or indirectly controls the Acquired Entity immediately prior to such merger orconsolidation do not continue to hold immediately following the closing of such merger orconsolidation at least fifty percent ( 50 % ) of the aggregate ordinary voting power entitled to votefor the election of directors represented by the issued and outstanding stock of the entitysurviving or resulting from such consolidation ; or ( c ) a sale or other disposition of all orsubstantially all of the assets of the Acquired Entity to one ( 1 ) or more Third Parties in onetransaction or a series of related transactions