definiens: shall mean the occurrence of an y of the following : ( i ) fewer than three of the members of the Board of Directors of [COMPANY] immediately after [COMPANY] ' next financing ( whether debt or equity ) ( or successors employed by the same stockholder in the case of dir ectors who are employees of stockholders ) continue to serve on the Board of Dir ectors of [COMPANY] ; ( ii ) capital stock of [COMPANY] representing more than one - half of the right to vote for the election of directors of [COMPANY] s hall no longer be owned by the shareholders who owned such capital stock immed iately after [COMPANY] ' next equity financing ; ( iii ) the sale of all or a m aterial part of the assets of [COMPANY] ; ( iv ) any merger or consolidation of Va riagenics with any other person or entity in which [COMPANY] is not the su rviving corporation in the merger or consolidation or in which shareholders of [COMPANY] immediately prior to the merger or consolidation do not hold a majority of the shares of the surviving entity immediately after the merger or co nsolidation ; or ( v ) Xxxxxx Xxxxxx is not serving as President of [COMPANY] a nd is not replaced in this capacity by a person reasonably satisfactory to Cov ance within one hundred and eighty days ( 180 ) days