definiens: shall mean ( i ) the liquidation or dissolution of [COMPANY] or the sale or other transfer by [COMPANY] ( excluding transfers to subsidiaries ) of all or substantially all of its assets ; or ( ii ) the occurrence of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of assets or other transaction, as a result of which any person, entity or group ( a ) becomes the beneficial owner, directly or indirectly, of securities of [COMPANY] representing more than 50 % of the ordinary shares of [COMPANY] or representing more than 50 % of the combined voting power with respect to the election of directors ( or members of any other governing body ) of [COMPANY] ' then outstanding securities, ( b ) obtains the ability to appoint a majority of the Board of Directors ( or other governing body ) of [COMPANY], or obtains the ability to direct the operations or management of [COMPANY] or any successor to [COMPANY] business ; provided . however, that Change in Control shall not include the issuance by [COMPANY] of equity to the public through a public offering or offerings