definiens: means ( i ) the consummation of a transaction or series of related transactions as a result of whichany Person becomes the beneficial owner of, or obtains voting control over, more than fifty percent ( 50 % ) of the outstandingBuyer Common Stock ; or ( ii ) the consummation by the Buyer of ( A ) a merger or consolidation of the Buyer with or intoanother 2Person, in which the Buyer is not the continuing or surviving corporation or pursuant to which any shares of the BuyerCommon Stock would be converted into cash, securities or other property of another Person, other than a merger orconsolidation of the Buyer in which holders of Buyer Common Stock immediately prior to the merger or consolidation havethe same proportionate ownership of Buyer Common Stock of the surviving corporation immediately after the merger asimmediately before, or ( B ) a sale or other disposition of all or substantially all the assets of the Buyer in a single transactionor a series of related transactions