definiens: means ( i ) the consolidation of the Company with, or the merger of the Company with or into, another ( as such ter m is used in Rule 13d-3 and Rule 13d-5 of the Excha nge Act ), or the sale, lease, transfer, conveyance or o ther disposition, in one or a series of related tra nsactions, of all or substantially all of the assets of the Company a nd its subsidiaries taken as a whole, or the consol idation of another with, or the merger of another into, the Company, other than in each case pu rsuant to a transaction in which the that ( as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act ), directly or indirect ly, the Voting Shares ( as defined below ) of the Com pany immediately prior to the transaction, directly or indirectly, Voting Shares represe nting at least a majority of the total voting power of all outstan ding classes of voting stock of the surviving or tr ansferee person ; ( ii ) the adoption by the Company of a plan relating to the liquidation or dissolution of the C ompany ; or ( iii ) the consummation of any transaction ( includin g, without limitation, any merger or consolidation ) the result of which is that any becomes the directly or indirectly, of more than 50 % of the Voting Shares of the Company ( measured by voting po wer rather than the number of shares