definiens: shall mean the transfer of cash or other property without consideration whether by way of dividend or otherwise, payable other than in Common Stock, or the purchase or redemption of shares of the Corporation other than ( i ) repurchase of shares of Common . Stock issued to or held by employees, consultants, officers and directors of the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repur ~ hase and at the original purchase price paid by such employees, consultants, officers and directors ; and ( ii ) repurchase of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such rights, provided that such repurchase is unanimously approved by the Board of Directors ; and ( iii ) any other repurchase or redemption of capital stock of the corporation unanimously approved by the Board of Directors and approved by the holders of the majority of the -3 - Common Stock and the holders of more than two - thirds ( 213 ) of the outstanding shares of the Preferred Stock, voting as separate classes