definiens: means ( i ) any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, other than anydissolution, liquidation or winding up in connection with any reincorporation of the Corporation in another jurisdiction, or ( ii ) any Sale ofthe Corporation . means ( i ) the sale of all or substantially all of the Corporation ’s assets, ( ii ) the sale or transferof the outstanding shares of capital stock of the Corporation, or ( iii ) the merger or consolidation of the Corporation with another personor entity, in each case in clauses ( ii ) and ( iii ) of this sentence above under circumstances in which the holders of the voting power ofoutstanding capital stock of the Corporation, immediately prior to such transaction, own less than 50 % in voting power of theoutstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediatelyfollowing such transaction . A sale ( or multiple related sales ) of one or more subsidiaries of the Corporation ( whether by way or merger, consolidation, reorganization or sale of all or substantially all assets or securities ) which constitutes all or substantially all of theconsolidated assets of the Corporation shall be deemed a Sale of the Corporation