definiens: means ( A ) the closing of the sale, transfer or other disposition of all orsubstantially all of the Company ’s assets, ( B ) the consummation of the merger or consolidation of the Company withor into another entity ( except a merger or consolidation in which the holders of capital stock of the Companyimmediately prior to such merger or consolidation continue to hold at least 50 % of the voting power of the capitalstock of the Company or the surviving or acquiring entity ), ( C ) the closing of the transfer ( whether by merger, consolidation or otherwise ), in one transaction or a series of related transactions, to a person or group of affiliatedpersons ( other than an underwriter of the Company ’s securities ), of the Company ’s securities if, after such closing, such person or group of affiliated persons would hold 50 % or more of the outstanding voting stock of the Company ( orthe surviving or acquiring entity ), or ( D ) the liquidation, dissolution or winding up of the Company ; provided, however, that a transaction shall not constitute a Corporate Transaction if its sole purpose is to change the state of theCompany ’s incorporation or to create a holding company that will be owned in substantially the same proportions bythe persons who held the Company ’s securities immediately prior to such transaction . Notwithstanding the priorsentence, the sale of shares of the Company ’s preferred stock, par value $ 0.001 ( the ) in a bona fidefinancing transaction that would not otherwise qualify as a under the foregoing definition shallnot be deemed a ( ii ) means the Company ’s Common Stock or Preferred Stock or any securitiesconferring the right to purchase the Company ’s Common Stock or Preferred Stock or securities convertible into, orexchangeable for ( with or without additional consideration ), the Company ’s Common Stock or Preferred Stock, exceptany security granted, issued and/or sold by the Company to any director, officer, employee or consultant of theCompany in such capacity for the primary purpose of soliciting or retaining their services