definiens: means, with respect to any Entity : ( a ) the acquisition of such Entity by another Entity by means of any transaction or series of relatedtransactions ( including, without limitation, any reorganization, merger, or consolidation, but excluding any merger effectedexclusively for the purpose of changing the domicile of such Entity ), unless such Entity ’s stockholders of record immediatelyprior to such transaction hold ( by virtue of the securities issued as consideration in such transaction ) greater than fifty percent(50 % ) of the total voting power of the surviving or acquiring Entity ; ( b ) the sale, transfer, or other disposition of all or substantially all of the assets of such Entity bymeans of any transaction or series of related transactions ; ( c ) the exclusive license of all or substantially all of the Intellectual Property of such Entity by meansof any transaction or series of related transactions ; or ( d ) the sale of more than 50 % of the capital stock of such Entity by means of any transaction or seriesof related transactions