definiens: means with respect to either TELA Bio or Aroa ( i ) t he direct or indirect acquisition of more than 50 % of the total voting po wer of the outstanding voting stock of the company, or of a majority of the issued and outstanding shares of th e company ’s common or 2 ordinary stock ( other than pursuant to ( A ) any tran saction or series of related transactions consistin g of the sale, issuance or exchange of securities of such company in connection with one or more unregistered offerin gs of debt, equity or other securities of such company fo r financing or capital raising purposes in one or m ore financing rounds or ( B ) the sale, transfer or issua nce of securities of such company in connection wit h one or more public, registered offerings of the securities of such company ( including without limitation any initial public offering of securities by such company ) ; ( ii ) a merger or consolidation of the company with or into any other entity, unless the shareholders of such compa ny immediately prior to such transaction are entitl ed to elect the majority of the directors of the surviving enti ty or directly or indirectly own more than 50 % of t he voting equity interests of the surviving entity or ( iii ) t he company sells all or substantially all of its as sets to a Third Party