definiens: means, with respect to either Party, the consummation of ( 1 ) the dissolution or liquidation ofsuch Party, ( 2 ) the sale of all or substantially all of the assets of such Party on a consolidated basis to an unrelatedperson or entity, ( 3 ) a merger, reorganization or consolidation in which the outstanding shares of stock areconverted into or exchanged for securities of the successor entity and the holders of such Party ’s outstandingvoting power immediately prior to such transaction do not own at least a majority of the outstanding votingpower of the successor entity immediately upon completion of such transaction, ( 4 ) the sale of all or a majority ofthe stock of the Party to an unrelated person or entity in a single transaction or series of related transactions, or(5 ) any other transaction or series of related transactions in which the holders of the Party ’s outstanding votingpower immediately prior to such transaction do not own at least a majority of the outstanding voting power of theParty or a successor entity immediately upon completion of the transaction