definiens: means [ * * * ] means the occurrence of any of the following events:(a ) a merger or consolidation of Orexigen with or into any other corporation or other entity or person;(b ) a sale, exchange or other transfer in one transaction or a series of related transactions of all or substantially all ofOrexigen ’s assets;(c ) a liquidation or dissolution of Orexigen ; or(d ) a sale or transfer of Orexigen ’s voting securities in one transaction or a series of related transactions that will result inthe transfer of ownership of fifty percent ( 50 % ) or more of the voting securities of Orexigen or in one Person or an affiliatedgroup of Persons owning fifty percent ( 50 % ) or more of the voting securities of Orexigen;provided, that the following events shall not constitute a : ( i ) a merger, sale, transfer or consolidation ofOrexigen in which the holders of the voting securities of Orexigen immediately prior to the merger, sale, transfer orconsolidation hold at least a majority of the voting securities in the successor corporation immediately after the merger orconsolidation ; ( ii ) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all orsubstantially all of Orexigen ’s assets to a wholly owned subsidiary corporation ; ( iii ) a mere reincorporation of Orexigen ; or(iv ) a transaction undertaken for the sole purpose of creating a holding company that will be owned in substantially the sameproportion by the persons who held Orexigen ’s securities immediately before such transaction ; provided further, that in thecases of clauses ( ii ), ( iii ) and ( iv ), such subsidiary, reincorporated entity or holding company shall sign a joinder to thisAgreement agreeing to be jointly and severally responsible for all of Orexigen ’s obligations and liabilities hereunder