definiens: means any of the following : ( i ) any transaction, or series of transactions, that would result in the transfer of at least twenty - five percent ( 25 % ) of the equity in terest in Buyer / Buyer Affiliates ( or of at least twenty - five percent ( 25 % ) of the equity interest in any busines s entity that owns or controls, directly or indirectly, at least fifty percent ( 50 % ) of the equity interest in Buyer /Buyer Affiliates ( ) ) to a single transferee or multi ple transferees under common control ; ( ii ) any tran saction that would result in Buyer 's /Buyer Affiliates ’ ( or Buye r 's Parent 's ) merging with one or more other entiti es ; or ( iii ) any transaction not in the ordinary course of Buyer 's / Buyer Affiliates ( or Buyer 's Parent 's ) business tha t calls for the sale, purchase or other transfer of one or more sig nificant assets, including ( without limitation ) man ufacturing facilities and ownership interests in other busines s entities