definiens: means the occurrence of any of the following events : ( a ) an acquisition ofCyprium by another entity that is not an Aﬃliate of Cyprium, by means of any transaction or series of relatedtransactions ( including any reorganization, merger or consolidation but excluding any merger eﬀectedexclusively for the purpose of changing the domicile of Cyprium ) ; ( b ) a sale of all or substantially all of theassets of Cyprium ( excluding the Acquisition ) ; or ( c ) any change of the ownership of more than Fifty Percent(50 % ) of the outstanding voting equity interests of Cyprium in one or more related transactions ; but excluding, in the cases of ( a ), ( b ), and/or ( c ), any and all transactions eﬀected for the purpose of an internalreorganization which do not have a Material Adverse Eﬀect or would not reasonably be expected to have aMaterial Adverse Effect on the Purchased Assets