definiens: means with respect to a Party, ( a ) a merger or co nsolidation in which ( i ) such Party is a constituent party, or ( ii ) a subsidiary of such Party is a constituent pa rty, and such entity in clause ( i ) or ( ii ) issues shares of its capital stock pursuant to such merger or consolidation, exc ept in the case of either clause ( i ) or ( ii ) any such merger or consol idation involving such Party or a subsidiary of suc h Party in which the shares of capital stock of such entity outstand ing immediately prior to such merger or consolidati on continue to represent, or are converted into or are exchange d for shares of capital stock which represent, imme diately following such merger or consolidation 50 % or more by voting power of the capital stock of ( A ) the sur viving or resulting corporation or ( B ) the parent corporation of such surviving or resulting corporation, in the case that the surviving or resulting corporation is a wholly owne d subsidiary of another corporation immediately fol lowing such merger or consolidation ; ( b ) the sale, lease, trans fer, exclusive license or other disposition, in a s ingle transaction or series of related transactions, by such Party or a subsidiary of such Party of all or substantially all of the assets of such Party or such subsidiary of such Party take n as a whole ( except where such sale, lease, transf er, exclusive license or other disposition is only to a wholly ow ned subsidiary of such Party or a subsidiary of suc h Party ) ; or ( c ) any or as such terms are defi ned in Sections 13(d ) and 14(d ) of the Securities E xchange Act of 1934, as amended, and the rules thereunder ( coll ectively, the ) in a single transaction or series of related transactions, becomes the beneficial own er as defined under the Exchange Act, directly or i ndirectly, whether by purchase or acquisition or agreement to act in concert or otherwise, of 50 % or more by voti ng power of the then - outstanding capital stock or other equi ty interests of such Party or a subsidiary of such Party, other than pursuant to a bona fide financing