definiens: shall mean with respect to any party ( the ) ( a ) any sale, exchange, transfer, or issuance to or acquisition by one or more Third Parties of shares representing more than 50 % of theaggregate ordinary voting power entitled to vote for the election of directors represented by the issued andoutstanding stock of the Acquired Entity or any Affiliate that directly or indirectly controls the Acquired Entity(whether by sale or merger, but excluding the issuance of shares in financing transactions ), whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, beneficially or of record or in onetransaction or a series of related transactions ; ( ii ) a merger or consolidation under applicable law of the AcquiredEntity with a Third Party in which the shareholders of the Acquired Entity or any Affiliate that directly or indirectlycontrols the Acquired Entity immediately prior to such merger or consolidation do not continue to hold immediatelyfollowing the closing of such merger or consolidation at least 50 % of the aggregate ordinary voting power entitled tovote for the election of directors represented by the issued and outstanding stock of the entity surviving or resultingfrom such consolidation ; or ( iii ) a sale or other disposition of all or substantially all of the assets of the AcquiredEntity to one or more Third Parties in one transaction or a series of related transactions