definiens: means any transaction in which a Party : ( a ) sells, conveys or otherwise disposes of all orsubstantially all of its property or business ; or ( b)(i ) merges, consolidates with, or is acquired by any other Person ( other thana wholly - owned subsidiary of such Party ) ; or ( ii ) effects any other transaction or series of transactions ; in each case of clause(i ) or ( ii ), such that the stockholders of such Party immediately prior thereto, in the aggregate, no longer own, directly orindirectly, beneficially or legally, at least fifty percent ( 50 % ) of the outstanding voting securities or capital stock of thesurviving Person following the closing of such merger, 2 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,as amended.consolidation, other transaction or series of transactions . As used in this Section 1.8, means any corporation, firm, partnership or other legal entity