definiens: ( as defined below ) or to a trust for the benefit of Holder or Holder’sImmediate Family, provided, that in the case of clauses ( a ) and ( b ), each transferee or other recipient agrees in awriting satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Sharesin the hands of such transferee or other recipient ) ; ( c ) except as provided in Section 6.7 clause ( b ) below, any transferor conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company with or intoanother corporation or corporations ; or ( d ) any transfer of Shares pursuant to the winding up and dissolution of theCompany . As used herein, the term will mean Holder ’s spouse or Spousal Equivalent, the linealdescendant or antecedent, brother or sister, of Holder or Holder ’s spouse or Spousal Equivalent, or the spouse orSpousal Equivalent, of any lineal descendant or antecedent, brother or sister of Holder, or Holder ’s spouse or SpousalEquivalent, whether or not any of the above are adopted . As used herein, a person is deemed to be a if the relevant person and the related party are registered as under any law havingsuch effect or provided the following circumstances are true : ( a ) irrespective of whether or not the relevant person andthe 5 * Confidential TreatmentRequested . Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve(12 ) months, ( b ) they intend to remain so indefinitely, ( c ) neither are married to anyone else, ( d ) both arc at leasteighteen ( 18 ) years of age and mentally competent to consent to contract, ( e ) they are not related by blood to adegree of closeness that which would prohibit legal marriage in the state in which they legally reside, ( f ) they arejointly responsible for each other ’s common welfare and financial obligations, and ( g ) they reside together in the sameresidence for the last twelve ( 12 ) months and intend to do so indefinitely