definiens: means any transaction in which the Company : ( a ) sells, conveys orotherwise disposes of all or substantially all of its property or business ; or ( b)(i ) merges, consolidates with, or isacquired by any other corporation, firm, partnership or other legal entity ( each a ) ( other than an Affiliate ofsuch Party solely in the case that such Person was an Affiliate of such Party prior to the Effective Date ) ; or(ii ) effects any other transaction or series of related transactions ; in each case of subsection ( i ) or ( ii ), such that theshareholders of the Company immediately prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, at least fifty percent ( 50 % ) of the outstanding voting securities or capital stock of the survivingPerson following the closing of such merger, consolidation, other transaction or series of related transactions