definiens: means any transaction or series of transactions i n which Surface ( a ) sells, conveys or otherwise disposes of all or substantial ly all of its property or business to a single enti ty or set of Affiliated entities ; or ( b ) ( i ) merges with, consol idates with, acquires or is acquired by any other e ntity ; or ( ii ) effects any other transaction or series of related transactions ; in the case of each of clause ( i ) and clause ( ii ), such that the members, stockholders or shareholders of S urface immediately prior thereto, in the aggregate, no longer own, directly or indirectly, at least fifty percent ( 50 % ) of the outstanding voting securities or capi tal stock ( including membership interests ) of the surviving e ntity following the closing of such merger, consoli dation, other transaction or series of related transactions, othe r than a capital - raising transaction with a Non - Aff iliate Investor