definiens: means ( 1 ) any direct or indirect divestiture, out - license or saleby [COMPANY] or any of its subsidiaries to an unrelated party of assets, in one or a series of relatedtransactions, for aggregate consideration equal to a majority of the market capitalization of Endocyteimmediately prior to entering into such transaction, or a majority of the voting securities of Endocyte,(2 ) any tender offer or exchange offer that if consummated would result in any person or groupbeneficially owning a majority of the voting securities of [COMPANY], or ( 3 ) any merger, consolidation, business combination, recapitalization or similar transaction involving [COMPANY] involving the director indirect acquisition of a majority of the market capitalization of [COMPANY] or a majority of the votingsecurities of [COMPANY] ( other than the issuance of new securities by [COMPANY] solely in connection witha bona fide capital raising transaction )