definiens: means any of the following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) becomes the beneficial owner, directly or indirectly, of more than [ * * * ] percent ( [ * * * ] % ) of the total voting power of the stock then outstanding of the P arty normally entitled to vote in elections of dire ctors ; ( b ) Party consolidates with or merges into another corporatio n or entity, or any corporation or entity consolida tes with or merges into a Party, in either event pursuant to a transaction in which more than [ * * * ] percent ( [ * * * ] % ) of the total voting power of the stock outstanding of the surviving entity normally entitled to vote in elect ions of directors is not held by the parties holding at least [ * * * ] p ercent ( [ * * * ] % ) of the outstanding shares of Party preceding such consolidation or merger ; or ( c ) Purchaser conveys, transfers or leases all or substantially all of its assets to any Third Party ; provided, however, that the following will not be a Change of Control : ( i ) a corporate re organization and/or transfer of shares in Purchaser into a new e ntity for the purpose of fundraising and/or for the purpose of an initial public offering or ( ii ) the direct or indir ect reversal of Purchaser into an existing quoted e ntity for the purpose of listing of Purchaser ’s shares on a public market