definiens: means any of the following : ( a ) a merger, consoli dation or Transfer of Interests of the Company or any of its Subsidiaries into or with any other Person or Persons, or a Tra nsfer of Interests in a single transaction or a series of tr ansactions, in which in any case the Members of the Company immediately prior to such merger, consolidation, sa le, exchange, conveyance or other disposition or fi rst of such series of transactions possess less than a majority of the voting power of the Company ’s or any succes sor entity ’s issued and outstanding capital securities immediately after such transaction or series of suc h transactions ; or ( b ) a single transaction or series of transactions, pursuant to which a Person or Per sons who are not direct or indirect wholly - owned 9 Subsidiaries of the Company acquire all or substant ially all of the Company ’s and/or any of its Subsid iaries ’ assets determined on a consolidated basis