definiens: means two or more Persons acting as a partn ership, limited partnership, syndicate or other group for the purpose of acquiring, holding o r disposing of securities of Ironwood . A means a transaction in which ( 1 ) a Pe rson or Group acquires, directly or indirectly, securities representing 50 % or more of the voting power of the outstanding securities of Ironwood or properties or assets constituting 50 % or more of the consolidated assets of Ironwood and its subsidiaries or ( 2 ) in any case no t covered by ( 1 ), ( x ) Ironwood issues securities representing 50 % or more of its total voting power, including the case of ( 1 ) and ( 2 ) by way of a merger or other business combination with Ironwoo d or any of its subsidiaries or ( y ) Ironwood engages in a merger or other business combination s uch that the holders of voting securities of Ironwood immediately prior to the transaction do no t own more than 50 % of the voting power of securities of the resulting entity