definiens: means ( 1 ) a merger, reorganization or consolidation of Portola with any entity that is not anAffiliate of Portola as of the Effective Date, which results in the voting securities of Portola outstanding immediately priorthereto ceasing to represent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity immediatelyafter such merger, reorganization or consolidation, ( b ) any entity that is not an Affiliate of Portola as of the Effective Datebecoming the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities ofPortola or ( c ) the sale or other transfer to any entity that is not an Affiliate of Portola as of the Effective Date of all orsubstantially all of Portola ’s business or assets to which this Agreement relates ; provided, however, that a Portola Change ofControl shall not include any transaction or series of transactions principally for bona fide equity financing purposes in whichcash is received by Portola or any successor, or indebtedness of Portola is cancelled or converted, or a combination thereof;provided, further, that a Portola Change of Control shall not include any reincorporation, merger or consolidation effectedexclusively for the purpose of changing the domicile of Portola to another jurisdiction