definiens: shall mean ( i ) any or ( within the meaning of Section 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended ), becomes the ( as defined in Rule 13d -3 under the Securities Exchange Act of 1934, as amended ), directly or indirectly, of more than 50 % of the outstanding voting securities of the Company having the right to vote for the election of members of the Board o f Directors, ( ii ) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or serie s of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entit y or ( iii ) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company ( excluding the License Agreement )