definiens: means, with respect to ( A ) the Company, anytransaction or series of related transactions ( including mergers, consolidations and other forms of businessconsolidations ) following which continuing shareholders of the Company hold less than 50 % of the outstanding votingsecurities of either the Company, the entity surviving such transaction or any direct or indirect parent entity of suchcontinuing or surviving entity or ( B ) the sale, lease, license, transfer or other disposal of all or substantially all 11 of the business or assets of the Company other than to a Person that is and for so long as it continues to be majorityowned and controlled, directly or indirectly, subsidiary of the Company ( provided, however, that the direct or indirectsale, license or transfer to another party of the Company ’s interests in its antibiotics business, including telavancin(regardless of its value or what portion of the Company ’s business or assets it may represent ) shall not, in and ofitself, be considered a Change in Control transaction ) ; provided, further that the Spin - Off or a transaction solely forpurposes of the redomestication of the Company shall not be a Change in Control