definiens: means:(i ) any consolidation or merger of the Licensee with or into any other corporation or other entity, or any othercorporate reorganization, excluding ( x ) any transaction effected exclusively to change the domicile of the Licensee, ( y ) anyconsolidation, merger or reorganization in which the stockholders of the Licensee immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity ( if the survivingentity is a wholly - owned subsidiary, its parent ) in A-1substantially the same proportions as were held immediately after such consolidation, merger or reorganization, and ( z ) aconsolidation with a wholly - owned subsidiary of the Licensee;(ii ) any transaction or series of related transactions to which the Licensee is a party in which in excess of 50 % ofLicensee ’s voting power is transferred, other than a transaction or series of related transactions with arm’s - length financialinvestors ( e.g