definiens: means a transactian .ora series .ofrelated transactions ( collectively, the ) wherein the sharehalders of a company or its parent company immediately hefore theTransaction do not retain immediately after the Transaction, in substantially the same proportions as theirownership of voting shares of such company or its parent company immediately before the Transactian, direct or indirect beneficial ownership of more than two - thirds ( 66.67 % ) of the total combined votingpower .ofthe .outstanding vating shares .ofthe company .orthe entity .orentities to which the assets .ofthecampany were iransferred ( the ), as the case may be . For purposes of thepreceding sentence, indirect beneficial ownership shall include, withaut limitatian, an interest resultingfrom ownership .ofthe vating shares .of.one.ormare entities which, as a result of the Transaction, awn thecompany or the Transferee Carporation(s ), as the case may he, either directly .orthrough one or maresubsidiaries