definiens: means ( i ) a sale, lease or other disposition of all or substantially all of the assets of the company ; ( ii ) a merger or consolidation of the company in which the holders of the company 's outstanding voting stock . immediately prior to such transaction own, immediately after such transaction, securities representing less than 50 % of the voting power of such company or such company 's parent or, if such company is not the surviving entity, any other entity surviving such transaction or the surviving entity 's parent ; or ( iii ) an acquisition by any person, entity or group within the meaning of Section l3 ( d ) or J 4 ( d ) of the Securities and Exchange Act of 1934, as amended ( the " Exchange Ad ' ), or any comparable successor provisions ( excluding any employee benefit plan, or related trust, sponsored or maintained by the · company or any entity controlled by such company ) of the beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule ) of securities of the company representing at least 50 % of the combined voting power entitled to vote in the election of the members of the Board of Directors ; provid.ed, however, that clause ( ii ) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the compiiny or the name of the company