definiens: shall mean a merger, reorganization or consolidation of a Party with or into anotherentity in which all of the issued and outstanding stock of such Party is converted into or exchanged for cash, securities of another entity, or other property ; or a sale of all or substantially all of such Party ’s assets or business ; orthe sale of all of the issued and outstanding stock of such Party ; provided, in each case, that ( A ) the stockholders ofsuch Party immediately before any such transaction or series of related transactions do not, immediately thereafter, beneficially own ( as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ) amajority of the outstanding equity of the entity that acquires such Party ’s assets or stock or of the surviving orresulting entity in such a merger or consolidation, and ( B ) the primary purpose of such transaction or series of relatedtransactions is not for financing