definiens: means any transaction in which a Party : ( a ) sells, conveys, or otherwise disposes of all or substantially all of its property or business ; or ( b ) ( i ) merges with, consolidates with, acquires or is acquired by any other legal entity ( other than a wholly -owned subsidiary of such Party ) ; or ( ii ) effects any other transaction or series of transactions ; in each case of subclause ( i ) or ( ii ), such that the stockholders or members of such Party immedia tely prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, at least fifty percent ( 50 % ) of the outstanding voting securities or capital stock ( including a membership interest ) of the surviving legal entity followi ng the closing of such merger, consolidation, other transaction or series of transactions, except for : ( x ) through an initial public offering of such Party ’s voting securities, and ( y ) private financings in which, after financing, Confidential material omitted and filed separately with the Commission