definiens: shall mean any of the following transactions ( other than the transactions contemplated bythis Agreement ): ( i ) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similartransaction involving Company pursuant to which Company ’s stockholders immediately preceding such transaction holdless than 50 % of the aggregate equity interests in the surviving or resulting entity of such transaction, ( ii ) a sale or otherdisposition by Company of assets representing in excess of 50 % of the aggregate fair market value of Company’sbusiness immediately prior to such sale, or ( iii ) the acquisition by any Person ( including by way of a tender offer or anexchange offer or issuance by Company ), directly or indirectly, of beneficial ownership or a right to acquire beneficialownership of shares representing in excess of 50 % of the voting power of the then outstanding shares of capital stock ofCompany other than the sale of securities of the Company in connection with a bona fide financing transaction forcapital raising purposes