definiens: shall mean ( i ) any consolidation or merger of Distributor with or into any other corporation or other entity or person, or any other corporate reorganization, in which the capital stock of Distributo r immediately prior to such consolidation, merger or reorganization, represents less than fifty percent ( 50 % ) of the voting power of the surviving entity ( or, if the surviving entity is a wholly owned subsidiary, its parent ) immediately after such consolid ation, merger or reorganization ; or ( ii ) any transaction or series of related transactions to which Distributor is a party in which more than fifty percent ( 50 % ) of Distributor ’s voting power is transferred to a third party ; or ( iii ) the consummation of a sale of all or substantially all of the assets of Distributor in any transaction or series of related transactions, other than a sale of all or substantially all of the assets of Distributor to an entity, more than fifty percent ( 50 % ) of the combined votin g power of the voting securities of which are owned by shareholders of Distributor in substantially the same proportions as their ownership of Distributor immediately prior to such sale ; provided, however, that the purchase of [ * ] of the equity shares of Distributor by [ * ] expected to occur on or about [ * ], shall not be considered a Change of Control of Distributor for purposes of this Distribution Agreement . IVT represents and warrants that [ * ] shall not have the ability to influence or make decisions on behalf of IVT . For purposes of Section 14(c ) a breach of the foregoing representation and warranty shall be deemed to be a material breach . IVT acknowledges and agrees that any disclosures of Proprietary Information by IVT to [ * ] shall be governed by Section 24 hereof