definiens: means, with respect to with respect to either Party, ( a ) any sale, exchange, transfer, or issuance to or acquisition by one or m ore Third Parties of shares representing more than fifty percent ( 50 % ) of the aggregate ordinary voting power entitl ed to vote for the election of directors represente d by the issued and outstanding stock of such Party or any A ffiliate that directly or indirectly controls ( as d efined in Section 1.1 ) ( such Affiliate, a of such Party ), whether such sale, exchange, tra nsfer, issuance or acquisition is made directly or indirectly, benefic ially or of record or in one transaction or a serie s of related transactions, but excluding the issuance of shares in financing transactions, including any venture ca pital financing or any public offering ; ( b ) a merger or c onsolidation under applicable Law of such Party wit h a Third Party in which the shareholders of a Party or such Parent immediately prior to such merger or consolid ation do not continue to hold immediately following the clos ing of such merger or consolidation at least fifty percent ( 50 % ) of the aggregate ordinary voting power entitl ed to vote for the election of directors represente d by the issued and outstanding stock of the entity survivin g or resulting from such consolidation ; or ( c ) a sa le or other disposition of all or substantially all of the asse ts of such Party to which this Agreement relates to one ( 1 ) or more Third Party in one transaction or a series of related transactions