definiens: means ( A ) a sale of all or substantially all of the assets of [COMPANY] to a Third Party, ( B ) a merger or consolidation with aThird Party, in which [COMPANY] is not the surviving corporation and in which beneficial ownership of securities of [COMPANY] representing atleast fifty percent ( 50 % ) of the combined voting power entitled to vote in the election of directors has changed, ( C ) a reverse merger with aThird Party in which [COMPANY] is the surviving corporation but the shares of common stock outstanding immediately preceding the merger areconverted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or ( D ) an acquisition by any person, entity or group of the beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the United States Securities Exchange Act of1934, as amended, or comparable successor rule ) of securities of [COMPANY] representing at least fifty percent ( 50 % ) of the combined votingpower entitled to vote in the election of directors ; provided, that, a Corporate Sale shall exclude any corporate reorganization solely intendedto change the domicile of [COMPANY] and any transaction constituting a sale and issuance of [COMPANY] Securities to unaffiliated investors forpurposes of generating working capital or financing for [COMPANY]