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 Partiesof shares representing more than fifty percent ( 50 % ) of the aggregate ordinary voting power entitled to vote for theelection of directors represented by the issued and outstanding stock of the Acquired Entity or any Affiliate thatdirectly or indirectly controls the Acquired Entity, whether such sale, exchange, transfer, issuance or acquisition ismade directly or indirectly, by merger or otherwise, or beneficially or of record, but excluding the issuance of sharesin a financing transaction or any change in domicile of a Party ; ( b ) a merger or consolidation under applicable law ofthe Acquired Entity with a Third Party in which the shareholders of the Acquired Entity or any Affiliate that directly orindirectly controls the Acquired Entity immediately prior to such merger or consolidation do not continue to holdimmediately 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 ofthe entity surviving or resulting from such consolidation ; or ( c ) a sale or other disposition of all or substantially all ofthe assets of the Acquired Entity to which this Agreement relates to one ( 1 ) or more Third Parties in one transaction ora series of related transactions