definiens: means ( a ) a sale, lease, license or other disposition of all orsubstantially all of the assets of Lumena ( other than pursuant to a Program Transaction ) ; ( b ) anyconsolidation or merger of Lumena with or into any other corporation or other entity or person, or anyother corporate reorganization, in which the capital stock of Lumena immediately prior to suchconsolidation, merger or reorganization represents less than fifty percent ( 50 % ) of the voting power of thesurviving entity ( or, if the surviving entity is a wholly owned subsidiary, its parent ) immediately after suchconsolidation, merger or reorganization ; or ( c ) any transaction or series of related transactions to whichLumena is a party in which in excess of fifty percent ( 50 % ) of Lumena voting power is transferred;provided that a change of control will not include ( i ) any consolidation or merger effected exclusively tochange the domicile of Lumena, or ( ii ) any transaction or series of transactions principally for bona fideequity financing purposes in which cash is received by Lumena or any successor, or indebtedness ofLumena is cancelled or converted, or a combination thereof