definiens: shall mean ( A ) any merger, cons olidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, b usiness combination, joint venture, partnership, di ssolution, liquidation, spin - off, extraordinary dividend or si milar transaction that results in any Person(s ) or group ( as defined in or under Section 13 of the Exchange Act ), direct ly or indirectly, acquiring record or beneficial ow nership of fifty percent ( 50 % ) or more of the outstanding equi ty or voting power of Buyer, or shares, assets or o ther rights representing fifty percent ( 50 % ) or more of the con solidated net revenues, net income or total assets of Buyer or ( B ) any acquisition with respect to any of the Prod ucts or the Transferred Assets by any Person(s ) or group resulting in any Person(s ) or group becoming the beneficial o wner of, directly or indirectly, in one or a series of related transactions, an interest in any of the Products or the Transferred Assets representing fifty percent ( 50 % ) or more of the consolidated net revenues, net income or tot al assets of Buyer and its Affiliates represented b y the Products and the Transferred Assets, other than, in the case of clause ( A ) or ( B ), a transaction involving only Buyer and/or one or more of its controlled Affiliates