definiens: shall mean ( i ) the sale, le ase, exchange or other transfer, directly or indirectly, of substantially all of the assets of one of the parties or the divisions or s ubsidiaries of the parties, such as [COMPANY] Endoscopy, operating under the license hereof ( in one transaction or in a ser ies of related transactions ) to one or more persons or entities th at are not affiliates of that party ; ( ii ) the appro val by the shareholders of one of the parties of any plan or p roposal for its liquidation, voluntary bankruptcy, or dissolution ; or ( iii ) a merger or consolidation of one of the pa rties if the shareholders of that party immediately prior to the effective date of such merger or consolidation have beneficial ownership, immediately following the ef fective date of such merger or consolidation, of securities of the surviving corporation representing fifty pe rcent ( 50 % ) or less of the combined voting power of the survivi ng corporation 's then outstanding securities ordina rily having the right to vote at elections of directors