Sale of McKean

Sale of McKean. Means the sale of McKean to an independent third party or group of independent third parties pursuant to which such party or parties acquire (i) equity interests possessing the voting power under normal circumstances to elect a majority of the Board of Directors or similar governing body of McKean (whether by merger, consolidation or sale or transfer of such equity interests), or (ii) all or substantially all of McKean's assets determined on a consolidated basis.