definiens: means and shall be deemed to be occasioned by, or to include, ( i ) the merger or consolidation of Buyerby means of any transaction or series of related transactions with or into another entity, provided that the applicable transaction shall not bedeemed a Buyer Liquidation Event unless Buyer ’s stockholders constituted immediately prior to such transaction do not hold more than fiftypercent ( 50 % ) of the voting power of the surviving or acquiring entity immediately following such transaction ; ( ii ) any transaction or series ofrelated transactions to which Buyer is a party in which in excess Schedule A-1of fifty percent ( 50 % ) of Buyer ’s voting power is transferred to a non - Affiliate ; provided that a Buyer Liquidation Event shall not include anytransaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by Buyer orindebtedness of Buyer is cancelled or converted or a combination thereof occurs ; or ( iii ) any transaction or series of related transactionspursuant to which Buyer or the Company, as the case may be, undergoes a reorganization or consolidation, whereby Buyer or the Company, as the case may be, does not survive