definiens: means any transaction orseries of related transactions involving : ( i ) the sale, lease, exclusive license, or other disposition of all orsubstantially all of the assets of the Company ; ( ii ) any merger or consolidation of the Company into or with anotherperson or entity ( other than a merger or consolidation effected exclusively to change the Company ’s domicile ), orany other corporate reorganization, in which the stockholders of the Company in their capacity as such immediatelyprior to such merger, consolidation or reorganization, own less than a majority of the Company ’s ( or the surviving orsuccessor entity ’s ) outstanding voting power immediately after such merger, consolidation or reorganization ( or, ifsuch Company stockholders beneficially own a majority of the outstanding voting power of the surviving orsuccessor entity as of immediately after such merger, consolidation or reorganization, such surviving or successorentity is not the Company ) ; or ( iii ) any sale or other transfer by the stockholders of the Company of sharesrepresenting at least a majority of the Company ’s then - total outstanding combined voting power to a person or entityor to a group of persons or entities acting together