definiens: shall mean with respect to [COMPANY], ( i ) a merger, reorganization or consolidation involving [COMPANY] in which the members or shareholders of [COMPANY], immediately p rior to the merger, reorganization or consolidation, would not, immediately after the merger, reorganization or consolidation, beneficially own ( directly or indirectly ) shares or membership interests representing in the aggregate more than fifty percent ( 5 0 % ) of the combined voting power of the entity issuing cash or securities in the merger, reorganization or consolidation ( or of its ultimate parent entity, if any ), or ( ii ) a person or entity other than a member or shareholder immediately prior to such acq uisition of voting securities, becomes the beneficial owner of more than fifty percent ( 50 % ) of the voting securities of [COMPANY], other than directly from [COMPANY] ; however, will not include any transaction effected for equity or deb t financing purposes pursuant to which [COMPANY] Confidential Information omitted and filed separately with the Securities and Exchange Commission