definiens: means and shall be deemed to be occasioned by, or to include, ( i ) the merger orconsolidation of Buyer by means of any transaction or series of related transactions with or into another entity, providedthat the applicable transaction shall not be deemed a Buyer Liquidation Event unless Buyer ’s stockholders constitutedimmediately prior to such transaction do not hold more than 50 % of the voting power of the surviving or acquiringentity immediately following such transaction ; ( ii ) any transaction or series of related transactions to which Buyer is aparty in which in excess of fifty percent ( 50 % ) of Buyer ’s voting power is transferred ; provided that a Buyer LiquidationEvent shall not include any transaction or series of related transactions principally for bona fide equity financingpurposes in which cash is received by Buyer or Indebtedness of Buyer is cancelled or converted or a combinationthereof occurs ; or ( iii ) a sale, pledge exclusive license or other disposition of all or substantially all of the assets ofBuyer to a Person that Buyer does not hold at least fifty percent ( 50 % ) of the voting power of or to a Person in which thestockholders of Buyer immediately prior to such transaction do not hold at least 50 % of the voting power immediatelyfollowing such transaction means that certain convertible promissory note issued by the Company in favor ofBuyer, dated December 11, 2009