definiens: means, with respect to ITI, any of the following : ( a ) a Third Party acquires, directly orindirectly, the beneficial ownership of any voting security of ITI, or the percentage ownership of such person or entityin the voting securities of ITI is increased through stock redemption, cancellation or other recapitalization, andimmediately after such acquisition or increase such Third Party is, directly or indirectly, the beneficial owner of votingsecurities representing more than fifty percent ( 50 % ) of the total voting power of all of the then - outstanding votingsecurities of ITI, but excluding any such acquisition or increase resulting from the issuance of shares in a financingtransaction ; ( b ) a merger, consolidation, recapitalization, or reorganization of ITI is consummated, other than any suchtransaction which would result in stockholders or equity holders of ITI or an Affiliate of ITI immediately prior to suchtransaction owning at least fifty percent ( 50 % ) of the outstanding securities of the surviving entity ( or its parent entity)immediately following such transaction ; or ( c ) the stockholders or equity holders of ITI approve a plan of completeliquidation of ITI, or an agreement for the sale or disposition by ITI of all or a substantial portion of ITI ’s assets, otherthan to an Affiliate, but excluding in each case ( a)-(c ) a merger or other transaction effected exclusively for thepurpose of changing the corporate domicile of ITI