definiens: means ( i ) the transaction s et forth on Annex B-1, ( ii ) the direct or indirect acquisition by Buyer of ( x ) a Person who is not an Affiliate of Bu yer or ( y ) any business, 18 division or similar operations from a Person who is not an Affiliate of Buyer, in each case, by merger or the acquisition of equity interests or assets or simila r transactions, in each case, if ( a ) such acquisiti on is listed on Annex B-2 or is in furtherance of the specialty pha rmaceutical products platform that Buyer intends to create and develop through its acquisition of the Acquired Com panies, ( b ) such acquired Person or business genera ted an actual EBITDA of at least $ 15,000,000 in the twelve ( 12 ) months immediately preceding the consummation of such acquisition, and ( c ) a Refinancing is consumma ted in connection with such acquisition, or ( iii ) a Change of Control ( provided, however, that a Change of Contro l for purposes of this definition shall not include a sale or transfer of stock or equity of any of Buyer ’s direc t or indirect parent entities or other equityholder s )