definiens: shall mean, with respect to Revance, the occurren ce of any of the following events : ( 1 ) the sale, tr ansfer, conveyance or other disposition of all or a majorit y of the assets of the Revance to a Third Party ; or ( 2 ) the acquisition of beneficial ownership, directly or in directly, by a Third Party of common shares or othe r equity interest representing more than fifty percent ( 50 % ) of the aggregate ordinary voting power represented by the issued and outstanding common shares or other equit y interests of Revance ; or ( 3 ) a merger, reorganiza tion or consolidation involving Revance in which the stockh olders of Revance, immediately prior to the merger, reorganization or consolidation, would not, immedia tely after the merger, reorganization or consolidat ion, beneficially own, directly or indirectly, shares re presenting in the aggregate more than fifty percent ( 50 % ) of the combined ordinary voting power of the resulting ult imate parent company ; provided that neither of the following shall constitute a Change of Control : ( i ) a transac tion or series of transactions in which ( A ) a major ity of the members of the Board of Directors of Revance prior to such transaction or series of transactions remai n members of the Board of Directors of the resulting parent c ompany following such transaction(s ) and represent a majority of that Board of Directors and ( B ) a majority of th e members of the senior management of Revance remai n in senior management positions at resulting parent com pany following the transaction or series of transac tions ; or ( ii ) a public offering of equity securities of Revance o r any Affiliate of Revance pursuant to an effective registration statement under the Securities Act of 1933, as amen ded . The means the acquiring or resulting entity in such transaction