definiens: shall mean ( I ) anyconsolidation or merger of the Company with or into any other corporation or other entity orperson, or any other corporate reorganization, other than any such consolidation, merger orreorganization in which the shares of capital stock of the Company immediately prior to suchconsolidation, merger or reorganization, continue to represent a majority of the voting power ofthe surviving entity ( or, if the surviving entity is a wholly owned subsidiary, its parent ) immediatelyafter such consolidation, merger or reorganization, ( provided that, for the purpose of thisSection 3(e ), all shares of Common Stock issuable upon exercise of options outstandingimmediately prior to such consolidation or merger or upon conversion of Convertible Securities(as defined below ) outstanding immediately prior to such merger or consolidation shall bedeemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actualoutstanding shares of capital stock are converted or exchanged ) ; or ( II ) any transaction or seriesof related transactions to which the Company is a party in which in excess of fifty percent of theCompany ’s voting power is transferred ; provided that an Acquisition shall not include anytransaction or series of transactions principally for bona fide equity financing purposes ; and(B ) shall mean a sale, lease, exclusive license or other disposition of all orsubstantially all of the assets or intellectual property of the Company