definiens: shall mean any transaction or series of transactions ( including any stockacquisition, reorganization, merger or consolidation ): ( A ) involving the merger or consolidation of the Buyer, or asubsidiary of the Buyer, into or with another entity ( other than a transaction or series of related transactions in whichthe holders of the voting securities of the Buyer outstanding immediately prior to such transaction continue to retain(either by such voting securities remaining outstanding or by such voting securities being converted into votingsecurities of the surviving entity ), as a result of shares in the Buyer held by such holders prior to such transaction, more than fifty per cent of the total voting power represented by the voting securities of the Buyer or such survivingentity outstanding immediately after such transaction or series of transactions ), ( B ) involving the sale, lease, transfer, exchange, exclusive license or other conveyance of all or substantially all of the assets of the Buyer and itssubsidiaries taken as a whole, or the sale or disposition ( whether by merger or otherwise ) of one or more subsidiariesof the Buyer if substantially all of the assets of the Buyer and its subsidiaries taken as a whole are held by suchsubsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or their disposition is to a whollyowned subsidiary of the Buyer or ( C ) involving any Distribution . For the avoidance of doubt, a Liquidation Event wouldnot include a Winding - Up Event