definiens: means ( i ) any consolidation or merger of a party with or into any other entity or any other corporate reorganization, in which the stockholders of the party immediately prior to such consolidation, merger or reorganization, own less than 50 % of the voting power of the surviving entity immediately after such consolidation, merger or reorgan ization ; ( ii ) any transaction or series of related transactions to which it is a party in which in excess of fifty percent ( 50 % ) of its voting power is transferred ; or ( iii ) the assignment of this Agreement to a third party pursuant to an asset sale ; provi ded that the foregoing subsections ( i ) and ( ii ) shall not include ( x ) any consolidation or merger effected exclusively to change the domicile of such party, or ( y ) any transaction or series of transactions principally for bona fide equity financing purpose s in which cash is received by such party or any successor or indebtedness of such party is cancelled or converted or a combination thereof