definiens: with respect to either ARCA or [COMPANY], means ( i ) any consolidation or merger with or intoany other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of thecompany immediately prior to such consolidation, merger or reorganization, own less than fifty percent ( 50 % ) of the votingpower of the surviving or successor entity ( or in the event stock or ownership interests of an Affiliate are issued in suchtransaction, less than fifty percent ( 50 % ) of the voting power of such Affiliate ) immediately after such consolidation, mergeror reorganization, or any transaction or series of related transactions in which in excess of fifty percent ( 50 % ) of thecompany ’s voting power is transferred, but excluding ( x ) any transaction effected exclusively to change the domicile of thecompany, or ( y ) any transaction effected principally for bona fide equity financing purposes in which cash is received by thecompany or indebtedness of the company is cancelled or converted or a combination thereof, and ( ii ) a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions of all or substantially all of theassets of the company