definiens: shall mean, with respect to River Vision, ( i ) a merger, reorganization or consolidation involving R iver Vision in which the members of River Vision, immediately prior to the merger, reorganization or consolidation, would not, immediately after the mer ger, reorganization or consolidation, beneficially own ( directly or indirectly ) membership interests repres enting in the aggregate more than fifty percent ( 50 % ) of t he combined voting power of the entity issuing cash or securities in the merger, reorganization or consoli dation ( or of its ultimate parent entity, if any ), or ( ii ) a person or entity becomes the beneficial owner of mo re than fifty percent ( 50 % ) of the voting securitie s of River Vision, other than directly from River Vision ; however, will not include any transaction effected for equity or debt financing p urposes pursuant to which River Vision receives cas h therefor, provided River Vision does not grant any sublicense of the rights granted to River Vision by [COMPANY] in Section 2.1(a ) as part of such transaction . For purposes of this Section 18.4 and the last se ntence of Section 2.5, River Vision shall have the right t o provide the identity of the counterparty to the p roposed Partner Agreement or Change of Control, and [COMPANY] s hall indicate within [ * * * ] business days if [COMPANY] approves such proposed transaction ( and if [COMPANY] fa ils to reply in such [ * * * ] -day period, then such approval will be deemed given )