definiens: means a transaction in which t here is a transfer ( whether by assignment, stock sale, merger, consolidation or ot herwise ) in an arms’-length sale to a third party u naffiliated with Parent and the Purchaser of : ( a ) greater than 50 % of Parent ’s or the Purchaser ’s issued and outst anding voting securities ; ( b ) all or substantially all of Parent ’s or the Purchaser ’s Assets ; or ( c ) all or s ubstantially all of the Transferred Assets ; provided, however, that no shall be deemed to occu r ( i ) as a result of any recapitalization, reclassification of stock, stock split or subdivision, reverse stock split or combination, change of Parent ’s or the Purchaser ’s domicile or j urisdiction of organization ( including any ) or similar transaction, or ( ii ) if th e holders of Parent ’s or the Purchaser ’s issued and outstanding voting securities immediately prior to the consumma tion of such transaction hold, directly or indirect ly, immediately following the consummation of such tran saction, greater than 50 % of the issued and outstan ding voting securities of the surviving or resulting Ent ity ( which may be a parent Entity of Parent or the Purchaser ), or, in the case of a transfer of assets, greater th an 50 % of the issued and outstanding voting securit ies of the Entity or Entities that hold such transferred asset s immediately following such transaction