definiens: means a transfer of CVRs ( a ) on death by will or intestacy ; ( b ) byinstrument to an inter vivos or testamentary trust in which the CVRs are to be passed to beneficiariesupon the death of the trustee ; ( c ) pursuant to a court order ; ( d ) made by operation of law ( including aconsolidation or merger ) or without consideration in connection with the dissolution, liquidation ortermination of any corporation, limited liability company, partnership or other entity ; ( e ) in the case ofCVRs held in nominee form, from a nominee to a beneficial owner ( through an intermediary if applicable)or from a nominee to another nominee for the same beneficial owner, to the extent allowable by theRights Agent ; ( f ) from a participant ’s account in a tax - qualified employee benefit plan to the participant orto such participant ’s account in a different tax-3qualified employee benefit plan or to a tax - qualified individual retirement account for the benefit of suchparticipant ; or ( g ) to Parent for any or no consideration