definiens: means ( a ) a merger, reorganization or consolidation of Mirag en with any entity that is not an Affiliate of Miragen as o f the Restatement Date that results in the voting securities of Miragen outstanding immediately prior thereto ceasing to represent at least 50 % of the combined voting power of the surviving entity immed iately after such merger, reorganization or consolidation, ( b ) any entity that is not an Affiliate of Miragen as of the Restatement Date becoming the beneficial owner of 50 % or more of the combined voting power of the outstanding securities of Miragen or ( c ) the sale or other transfer to any entity that is n ot an Affiliate of Miragen as of the Restatement Date of all or substantially all of Mir agen ’s business or assets to which this Agreement relates ; provided, that a Miragen Change of Control shall not include ( i ) any transaction or series of transactions principally for bona fide equity finan cing purposes in which cash is received by Miragen or any successor or indebtedness of Miragen is cancell ed or converted or a combination thereof or ( ii ) an y reincorporation, merger or consolidation effected e xclusively for the purpose of changing the domicile of Miragen to another U.S. jurisdiction