definiens: means a transaction ( or series of transactions ) that results in amerger, consolidation or reorganization of MLNM ( each of which is referred to as a ) in which MLNM is not the surviving corporation and pursuant to which ( i ) the individuals andentities who were the beneficial owners of the then outstanding voting shares of MLNMinunediately prior to such transaction would beneficially own, directly or indirectly, no morethan ~/o of the then outstanding voting shares entitled to vote generally in the election ofdirectors of the corporation or other entity resulting from such transaction in substantially the48USIIXX::S 6002611vlExecution Copysame proportions as their ownership, immediately prior to such transaction, of the voting sharesoutstanding immediately prior to such transaction, and ( ii ) no more than ~% of the members ofthe board of directors that would result from such transaction were members of the board ofdirectors of MLNM at the time of the execution of the initial agreement or the action of the boardof directors of MLNM providing for such transaction