definiens: means any transaction in which a Party : ( a ) sells, conveys or otherwise disposes of all or substantially all of its propert y or business ; or ( b)(i ) merges, consolidates with, or is acquired by any other Person ( other than an Affiliate of suc h Party, who was an Affiliate of such Party prior to such merger, consolidation or acquisition ) ; or ( ii ) effe cts any other transaction or series of related tran sactions ; in each case of subsection ( i ) or ( ii ), such that the stock holders of such Party immediately prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, at least fifty percent ( 50 % ) of the ou tstanding voting securities or capital stock of the surviving Person following the closing of such merger, consolidatio n, other transaction or series of related transactions . As u sed in this Section 1.14, means any corporation, firm, partnership or other legal entity