definiens: means ( i ) the consummation of any disposition by [COMPANY] or its Subsidiaries ( whether in a single transaction or a series of related transactions ) of assets of [COMPANY] or its Subsidiaries ( including securities of Subsidiaries, but excluding dispositions of assets in the ordinary course of business consistent with past practice ) to any person or group of all or substantially all of the properties or assets of [COMPANY] or its Subsidiaries, or ( ii ) the consummation of any transaction ( whether by merger, consolidation, purchase of stock or otherwise ) by which any person or group becomes the beneficial owner ( as defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended ), directly or indirectly, of fifty percent ( 50 % ) or more of the capital stock of [COMPANY] that is at that time entitled to vote in the election of the Board of Directors of [COMPANY], measured by voting power rather than number of shares