definiens: means with respect to any Party ( the ) ( a ) any sale, exchange, transfer, issuance to, or acquisition, whether in one transaction or a series of related transactions, by one or more Third Parties of sharesrepresenting more than fifty percent ( 50 % ) of the aggregate ordinary voting power entitled to vote for the election of directorsrepresented by the issued and outstanding stock of the Acquired Entity or any Affiliate that directly or indirectly controls theAcquired Entity, whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger orotherwise, or beneficially or of record, but excluding the issuance of shares in a financing transaction ; ( b ) a merger orconsolidation under applicable law of the Acquired Entity with a Third Party in which the shareholders of the Acquired Entity orany Affiliate that directly or indirectly controls the Acquired Entity immediately prior to such merger or consolidation do notcontinue to hold immediately following the closing of such merger or consolidation at least fifty percent ( 50 % ) of the aggregateordinary voting power entitled to vote for the election of directors represented by the issued and outstanding stock of the entitysurviving or resulting from such consolidation ; or ( c ) a sale or other disposition of all or substantially all of the assets of theAcquired Entity to one ( 1 ) or more Third Parties in one transaction or a series of related transactions