definiens: means the consummation, o n or before December 31, 2017, of any share exchang e, consolidation or merger of [COMPANY] pursuant to which the [COMPANY] Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of tr ansactions of all or substantially all of the consolidated assets of [COMPANY] and its subsidiaries, taken as a whole, to an y person other than [COMPANY] or one of its subsidiaries ; provided, ho wever, that a transaction ( x ) that does not result in a reclassification, conversion, exchange or cancellat ion of the outstanding [COMPANY] Common Stock ( provided, however, that this subclause ( x ) shall not apply to any sale, lease or other transfer in one transacti on or a series of transactions of all or substantially all of the con solidated assets of [COMPANY] and its subsidiaries, tak en as a whole, to any person other than one of [COMPANY] ’s subsidiaries ), or ( y ) that is effected solely to change [COMPANY] ’s j urisdiction of incorporation and results in a reclassification, co nversion or exchange of outstanding shares of [COMPANY] Common - 7 – Stock solely into shares of common stock of the sur viving entity or ( z ) pursuant to which the holders of all classes of the [COMPANY] ’s common equity immediately pr ior to such transaction own, directly or indirectly, more than 50 % of all classes of voting equity of the con tinuing or surviving corporation or transferee or t he parent thereof immediately after such event shall, in each case, not be deemed a [COMPANY] Change in Control