definiens: means a disposition of the Permitted Disposition Assets by Company ( i ) in regularconsultation with [COMPANY], ( ii ) pursuant to which Company shall have provided all documentation in respect of suchdisposition to [COMPANY], with reasonable time to review, and considered any and all comments of [COMPANY] in good faith,(iii ) that does not create any liabilities or obligations of Company to any Person, ( iv ) pursuant to which the acquirer ofthe Permitted Disposition Assets agrees to assume any and all existing, or future, liabilities or obligations of AcquiringCompanies with respect to the Permitted Disposition Assets, and ( v ) ( A ) that is approved by Company Stockholdersor ( B ) if not approved by Company Stockholders, made following [COMPANY] ’s confirmation that it has been provided anopinion of counsel acceptable to [COMPANY], acting reasonably, that approval of Company Stockholders is not required byany Legal Requirement to consummate such disposition