definiens: means ( a ) any transaction or series of related transactions resulting in a liquidation, dissolution or winding up of the Company, ( b ) a sale of all or substantially all of the assets of the Company, ( c ) anysale or exchange of the capital stock of the Company by the stockholders of the Company in one transaction or aseries of related transactions where more than fifty percent ( 50 % ) of the outstanding voting power of the Company isacquired by a person or entity or group of related persons or entities ( other than pursuant to a recapitalization of theCompany solely with its equity holders ) or ( d ) any merger or consolidation ( each, a ), inwhich the Company is a constituent entity or is a party with another entity if, as a result of such combinationtransaction, in one transaction or series of related transactions, the voting securities of the Company that areoutstanding immediately prior to the consummation of such combination transaction ( other than any such securitiesthat are held by an as defined below ) do not represent, or are not converted into, securities ofthe surviving entity in such combination transaction ( or such surviving entity ’s parent entity if the surviving entity isowned by the parent ) that, immediately after the consummation of such combination transaction, together possess atleast a majority of the total voting power of all voting securities of such surviving entity ( or its parent, if applicable)that are outstanding immediately after the consummation of such combination transaction, including securities ofsuch surviving entity ( or its parent, if applicable ) that are held by the Acquiring Stockholder . For purposes of thisparagraph, an means a stockholder or stockholders of the Company that ( i ) merges orcombines with the Company in such combination transaction or ( ii ) directly or indirectly owns or controls a majority ofthe voting power of another entity that merges or combines with the Company in such combination transaction