definiens: means with respect to any Party ( the ) ( a ) any sale, exchange, transfer, or issuance to or acquisition by one or more Third Parties of shares representing more than fifty percent ( 50 % ) of the aggregateordinary voting power entitled to vote for the election of directors represented by the issued and outstanding stock of theAcquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity ( whether by sale or merger, but excludingthe issuance of shares in financing transactions ), whether such sale, exchange, transfer, issuance or acquisition is made directly orindirectly, beneficially or of record or in one transaction or a series of related transactions ; ( b ) a merger or consolidation underapplicable law of the Acquired Entity with a Third Party in which the shareholders of the Acquired Entity or any Affiliate thatdirectly or indirectly controls the Acquired Entity immediately prior to such merger or consolidation do not continue to holdimmediately following the closing of such merger or consolidation at least fifty percent ( 50 % ) of the aggregate ordinary votingpower entitled to vote for the election of directors represented by the issued and outstanding stock of the entity surviving orresulting from such consolidation ; or ( c ) a sale or other disposition of all or substantially all of the assets of the Acquired Entityto one ( 1 ) or more Third Parties in one transaction or a series of related transactions