definiens: means with respect to a Party, any of the following events : ( i ) any ThirdParty ( or group of Third Parties acting in concert as a within the meaning of Section 13(d ) of the U.S. SecuritiesExchange Act of 1934 ) acquires ( including by way of a tender or exchange offer or issuance by such Party ), directly orindirectly, beneficial ownership or a right to acquire beneficial ownership of shares of such Party representing fiftypercent ( 50 % ) or more of the voting shares ( where voting refers to being entitled to vote for the election of directors)then outstanding of such Party, but excluding for such purposes any transaction or series of transactions withFinancial Investors ( as defined below ) made for bona fide equity financing purposes in which cash is received by aParty or indebtedness of such Party is cancelled or converted or a combination thereof ; ( ii ) such Party consolidateswith or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a ThirdParty consolidates with or merges into such Party, in either event pursuant to a transaction in which more than fiftypercent ( 50 % ) of the voting shares of the acquiring or resulting entity outstanding immediately after such consolidationor merger is not held by the holders of the outstanding voting shares of such Party immediately preceding suchconsolidation or merger ; or ( iii ) such Party sells, transfers, leases or otherwise disposes of all or substantially all of itsassets to a Third Party