definiens: 200means a Person ( i ) who ( A ) is directly engaged in any business that develops, manufactures, sells, markets or distributespharmaceutical, medical device or any other healthcare products or devices, and ( B ) has earnings before interest, taxes, depreciation and amortization ( or EBITDA ) of no less than $ 10,000,000 in each of the two fiscal years immediately precedingthe transaction or transactions described in this Section 2.8 or ( ii ) that is an Affiliate of a financial sponsor, private equity firmor similar organization, which Affiliate ( together with the Company or Successor Subsidiary ), ( A ) immediately after theclosing of such acquisition, has a consolidated ratio of total debt to EBITDA ( as such term is defined in the Credit Agreement)for the 12 - month period ended the date of such transaction that is no greater than 4.0 to 1(4.0x ), and ( B ) has, on a pro formabasis, earnings before interest, taxes, depreciation and amortization ( or EBITDA ) of no less than $ 10,000,000 in each of thetwo fiscal years immediately preceding the transaction or transactions described in this Section 2.8 . Upon and followingSeller ’s written consent and the express assumption and agreement by the Person referred to in this Section 2.8, Buyer shallhave no further obligation to make any further Seller Contingent Payments pursuant to this Agreement . For the avoidance ofdoubt, this Section 2.8 shall not apply to an acquisition of a majority of the outstanding voting securities of Buyer or achange of control of Buyer that does not involve a separate transfer of the assets or equity securities of the Company ; it beingunderstood that, following any such transaction, this Section 2.8 shall continue to apply to any future transactions describedunder clauses ( a ) or ( b ) above