definiens: means ( a ) a merger, reorganization or consolidation of Santa ris with any entity that is not an Affiliate of Santaris as of the Restatement Date which results in the voting securities of Santaris outstanding immediately prio r thereto ceasing to represent at least 50 % of the combined voting power of the surviving entity immed iately after such merger, reorganization or consolidation, ( b ) any entity that is not an Affiliate of Santaris as of the Restatement Date becoming the beneficial owner of 50 % or more of the combined vot ing power of the outstanding securities of Santaris or ( c ) the sale or other transfer to any entity that is n ot an Affiliate of Santaris as of the Restatement Date of all or substantially all of Santaris ’ busin ess or assets to which this Agreement relates ; provided, that a Santaris Change of Control shall not include ( i ) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by Santaris or any successor or indebtedness of Santaris is cancelled or converted or a combination thereof or ( ii ) any reincorporation, merger or consolidation effected e xclusively for the purpose of changing the domicile of Santaris to another jurisdiction