definiens: shall mean ( i ) the sale or other transfer by the Company ( excluding transfers to subsidiaries ) of all or substantially all of its as sets ; ( ii ) the consummation of the merger or consol idation of the Company or a subsidiary of the Company with or into another entity ( except one in which the holders of capital stock of the Company as constituted immediately pri or to such merger or consolidation continue to hold at least 50 % of the voting power of the capital stock of the Company or the surviving or acquiring entity in su bstantially the same relative proportions ) ; or ( iii ) the closin g of the acquisition, in one transaction or a serie s of related transactions, by a person or group of affiliated pe rsons ( other than an underwriter of the Company ’s s ecurities ) of 50 % or more of the outstanding voting stock of the Company ; provided, however, that a transaction shal l not constitute a Change of Control pursuant to this cla use ( iii ) if it is a transaction or series of trans actions principally for bona fide equity financing purposes in which ca sh is received by the Company or indebtedness of th e Company is canceled or converted or a combination thereof