definiens: means any ( i ) a merger or consolidation in which [COMPANY] is a constituent party, except any suchmerger or consolidation in which the equity ownership of [COMPANY] outstanding immediately prior to such merger or consolidation continue torepresent, or are converted into or exchanged for shares of equity securities that represent, immediately following such merger orconsolidation, at least a majority, by voting power, of the equity ownership of the surviving or resulting entity ( or the ultimate parent entity ofsuch surviving or resulting entity ) or ( ii ) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series ofrelated transactions, by [COMPANY] of all or substantially all the assets of [COMPANY] . Notwithstanding anything express or implied in this definition,(a ) any of the foregoing transaction(s ) shall not constitute an if ( 1 ) the business of [COMPANY] * * * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a confidential treatment request