definiens: means, with respect to Buyer or Seller : ( a ) a sale of all or substantially all of the assets of Buyer or Seller, as applicable ; ( b ) the a cquisition of more than 50 % of the voting power of the outstanding securities of Buyer or Seller, as applicable, by an other entity by means of any transaction or series of related transactions ( including, without limitation, reorga nization, merger or consolidation ) unless the stock holders of record of Buyer or Seller, as applicable, as consti tuted immediately prior to such acquisition will, i mmediately after such acquisition ( by virtue of their continui ng to hold such stock and/or their receipt in excha nge therefor of securities issued as consideration for the outstand ing stock of Buyer or Seller, as applicable ) hold a t least 50 % of the voting power of the surviving or acquiring enti ty ; or ( c ) any reorganization, merger or consolidat ion in which the corporation is not the surviving entity, exclud ing any merger effected exclusively for the purpose of changing the domicile of Buyer or Seller, as applicable