definiens: means ( a ) anyconsolidation or merger of such entity in which the entity is not the continuing or surviving entity, or pursuant to whichthe shares are converted to cash, other securities or other property, other than a consolidation or merger of the entityin which the holders of the entities shares immediately prior to the consolidation or merger hold more than 50 % of thevoting securities of the continuing or surviving entity immediately after the consolidation or merger, or ( b ) any sale, lease, exchange or other transfer ( in one transaction or in a series of transactions and not in the ordinary course ofbusiness ) of all or substantially all of the entities assets, ( c ) a sale of fifty percent ( 50 % ) or more of the thenoutstanding voting securities of the entity to one party, or ( d ) any other event, pursuant to which the members of theBoard of Directors ( or similar governing body ) who were elected prior to the occurrence no longer constitute a majorityof the members of such governing body . Notwithstanding the above, any conveyance, transfer or grant of security titleto or a security interest in any goods, accounts, inventory, general intangibles or other assets of such entity to securethe obligations of the entity or any of its subsidiaries, or the exercise of any rights or remedies by such entity after adefault of indebtedness, shall not constitute a as used herein