definiens: means any sale, merger, consolidation, transfer or other structural reorganization of [COMPANY] in which ( i ) substantially allof the assets of the business of [COMPANY] to which this Agreement relates are transferred to an entity in which the holdersof [COMPANY] ’s capital stock immediately prior to the sale, merger, consolidation, transfer or other structural reorganizationof [COMPANY] directly or indirectly hold, subsequent to the sale, merger, consolidation, transfer or other structuralreorganization of [COMPANY], less than a controlling majority of the capital stock ; or ( ii ) the holders of [COMPANY] ’s capital stockimmediately prior to the sale, merger, consolidation, transfer or other structural reorganization of [COMPANY] hold less than acontrolling majority of the capital stock of the surviving entity subsequent to the sale, merger, consolidation, transferor other structural reorganization of [COMPANY] ( with the exception of any sale, merger, consolidation, transfer or otherstructural reorganization of [COMPANY] that constitutes or involves a * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION