definiens: shall mean ( i ) an y merger or consolidation to which the Maker is a p arty ( except any merger or consolidation in which the ho lders of voting securities of the Maker immediately prior to such merger or consolidation continue to hold, imme diately following such merger or consolidation and in approximately the same relative proportions as they held voting securities of the Maker, at least 51 % of the voting power of the securities of ( A ) the surviving or resulting corporation, or ( B ) the parent corpor ation of the surviving or resulting corporation if the surviving or resulting corporation is a wholly - owned subsidi ary of such parent corporation immediately following such merge r or consolidation ), ( ii ) the reduction below 50 % i n the aggregate beneficial ownership by the Guarantors ( a s defined below ) of the outstanding voting power of the Maker or ( iii ) the sale of all or substantially all of the assets of the Maker . Notwithstanding the fo regoing, a Qualified Financing will not be considered a Change in Control