definiens: means ( A ) the acquisition of Voting Securities of LifeMap by a Personor an Affiliated Group entitling the holder thereof to elect a majority of the directors of LifeMap ; provided, that an increase inthe amount of Voting Securities held by a Person or Affiliated Group who on the date of this Agreement owned beneficiallyowned ( as defined in Section 13(d ) of the Securities Exchange Act of 1934, as amended, and the regulations thereunder ) morethan 10 % of the Voting Securities shall not constitute a Change of Control ; and provided, further, that an acquisition of VotingSecurities by one or more Persons acting as an underwriter in connection with a sale or distribution of such Voting Securitiesshall not constitute a Change of Control under this clause ( A ) ; ( B ) the sale of all or substantially all of the assets of LifeMap ; or(C ) a merger or consolidation of LifeMap with or into another corporation or entity in which the stockholders of LifeMapimmediately before such merger or consolidation do not own, in the aggregate, Voting Securities of the surviving corporation orentity ( or the ultimate parent of the surviving corporation or entity ) entitling them, in the aggregate ( and without regard towhether they constitute an Affiliated Group ) to elect a majority of the directors or persons holding similar powers of thesurviving corporation or entity ( or the ultimate parent of the surviving corporation or entity ) ; provided, however, that in noevent shall any transaction described in clauses ( A ), ( B ) or ( C ) be a Change of Control if all of the Persons acquiring VotingSecurities or assets of LifeMap or merging or consolidating with LifeMap are one or more Related Companies