definiens: shall mean a merger, reorganization or consolidation of aParty with or into another entity in which all of the issued and outstanding stock of such Party isconverted into or exchanged for cash, securities of another entity, or other property ; or a sale ofall or substantially all of such Party ’s assets or business ; or the sale of all of the issued andoutstanding stock of such Party ; provided, in each case, that ( A ) the stockholders of such Partyimmediately before any such transaction or series of related transactions do not, immediatelythereafter, beneficially own ( as such term is used in Rule 13d-3 under the Securities ExchangeAct of 1934, as amended ) a majority of the outstanding equity of the entity that acquires suchParty ’s assets or stock or of the surviving or resulting entity in such a merger or consolidation, and ( B ) the primary purpose of such transaction or series of related transactions is not forfinancing