definiens: means ( A ) a sale, lease, or other disposition of all or substantially all of the assets of [COMPANY] to which this Agreement p ertains to a Third Party, ( B ) any consolidation or merger of [COMPANY] with or into any other corporation or othe r entity or person, or any other corporate reorgani zation, in which the capital stock of [COMPANY] immediately pri or to such consolidation, merger or reorganization, represents less than fifty percent ( 50 % ) of the voting power o f the surviving entity ( or, if the surviving entity is a majority - owned subsidiary, its parent ) immediately after suc h consolidation, merger or reorganization ; or ( C ) a ny transaction or series of related transactions to wh ich [COMPANY] is a party in which at least fifty per cent ( 50 % ) of [COMPANY] ’ voting power is transferred ; provided, that a shall not include ( i ) any consolidation or merger effected exclusively to cha nge the domicile of [COMPANY], or ( ii ) any transacti on or series of transactions with institutional investors princi pally for bona fide equity financing purposes in wh ich cash is received by [COMPANY] or any successor, or indebtedn ess of [COMPANY] is cancelled or converted, or a com bination thereof