definiens: means any of the following events : ( a ) any Third Party ( or group of Third Parties acting inconcert ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total votingpower of the stock then outstanding of Party normally entitled to vote in elections of directors ; ( b ) Partyconsolidates with or merges into another corporation or entity, or any corporation or entity consolidates with ormerges into Party, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the totalvoting power of the stock outstanding of the surviving entity normally entitled to vote in elections of directors isnot held by the parties holding at least fifty percent ( 50 % ) of the outstanding shares of Party preceding suchconsolidation or merger ; or ( c ) Purchaser conveys, transfers or leases all or substantially all of its assets to anyThird Party ; provided, however, that the following will not be a Change of Control, ( i ) a corporate reorganisationand / or transfer of shares in Purchaser into a new entity for the purpose of fundraising and/or for the purpose ofan initial public offering or ( ii ) the direct or indirect reversal of Purchaser into an existing quoted entity for thepurpose of listing of Purchaser ’s shares on a public market