definiens: shall mean either : ( a ) a transaction or series of relat ed transactions in which a Person, or a group of related Persons, acquires from two ( 2 ) or more of the Significant Securityholders all of the Shares held by such Significant Securityholders or otherwise ( including, without limitation, by any stock acquisit ion, reorganization, merger or consolidation ) acquires ownership of a majority of the outstanding Shares or a majority of the voting power of the LLC, other than ( i ) any sale of Corporation Capital Stock or LLC Capital Units for capital raising purposes an d ( ii ) a merger or consolidation in which the Corporation or the LLC is a constituent party in which the holders of the voting securities of the Corporation or the LLC, as applicable, outstanding immediately prior to such transaction or series of related t ransactions retain, immediately after such transaction or series of related transactions, as a result of shares of Corporation Capital Stock or LLC Capital Units, as applicable held by such holders prior to such transaction or series of related transaction s, at least a majority of the total voting power represented by the outstanding voting securities of the Corporation or LLC, as applicable, or such other surviving or resulting entity ( or if the Corporation or the LLC, as applicable, or such other survivin g or resulting entity is a wholly -owned subsidiary immediately following such acquisition, its parent ) ( a ) ; or ( b ) the sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Corporation a nd its subsidiaries ( including the LLC ) taken as a whole by means of any transaction or series of related transactions, except where such sale, lease, transfer, exclusive license is to a wholly -owned subsidiary of the Corporation ( an )