definiens: means with respect to a Party, any of the following events : ( a ) any Third Party ( or group of Third Parties acting in concert as a within the meaning of Section l3(d ) of the Exchange Act ) acquires ( including by way of a tender or exchange offer or issuance by such Party ), directly or indirectly, beneficial ownership or a right to acquire beneficial ownership of shares of such Party representing fifty percent ( 50 % ) or more of the voting shares ( where voting refers to being entitled to vote for the election of directors ) then outstanding of such Party, but excluding for such purposes any transaction or series of transactions with Financial Investors made for bona fide equity financing purposes in which cash is received by Bluebird or indebtedness of Bluebird is cancelled or converted or a combination thereof ; ( b ) such Party consolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a Third Party consolidates with or merges into such Party, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the voting shares of the acquiring or resulting entity outstanding immediately after such consolidation or merger is not held by the holders of the outstanding voting shares of such Party immediately preceding such consolidation or merger ; or ( c ) such Party sells, transfers, leases or otherwise disposes of all or substantially all of its assets to a Third Party . means any investor or series of Affiliated investors whose primary business is the investment of capital for financial gain ( including venture capital funds, private equity funds, pension funds and so - called ), but in all cases excluding so - called such as biotechnology companies, specialty pharmaceutical companies, pharmaceutical companies, generic pharmaceutical companies, and medical device companies and their Affiliates such as strategic venture arms