definiens: shall mean : ( a ) the consummation of any disposition by Parent or its Subsidiaries ( whether ina single transaction or a series of related transactions ) of assets of Parent or its Subsidiaries ( including securities ofSubsidiaries, but excluding dispositions of assets in the ordinary course of business consistent with past practice ) to anyperson or group of all or substantially all of the properties or assets of Parent and its Subsidiaries, or ( b ) the consummation ofany transaction ( whether by merger, consolidation, purchase of stock or otherwise ) by which any person or group becomes thebeneficial owner ( as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act ), directly or indirectly, of fifty percent(50 % ) or more of the capital stock of Parent that is at that time entitled to vote in the election of the Board of Directors ofParent, measured by voting power rather than number of shares ; in each case, other than the Transaction