definiens: means : ( a ) the direct or indire ct acquisition of the Surviving Corporation by mean s of any transaction or series of related transactions f ollowing which Parent and its wholly - owned Subsidia ries are the beneficial owners of less than 50 % of the outst anding equity interests of the Surviving Corporatio n entitled to ( x ) vote with respect to the election of directors ( or similar managers ) or ( y ) the right to receive t he proceeds upon any sale, liquidation or dissolution of the Su rviving Corporation and ( b ) a sale, transfer, or ot her disposition ( including an Exclusive License ), in a single trans action or series of related transactions ( including the sale of any Subsidiary of Parent that directly or indirectl y owns right, title or 3 interest in Company Products or Company IP material to the conduct of the Business ), of the Surviving Corporation ’s right, title and interest in the Comp any Products or any of the Company IP that is mater ial to the conduct of the Business with respect to the Company Products ( other than any transaction or series of related transactions in which Parent and its wholly - owned S ubsidiaries continue to beneficially own, directly or indirectly, at least 50 % of the outstanding equity interests of the transferee or licensee entitled to ( i ) vote with respect to the election of directors ( or similar ma nagers ) and ( ii ) receive the proceeds upon any sale, liquidation or dissolution of the transferee or licensee )