definiens: shall mean one or more related transactions in which : ( 1 ) the Company is merged with or into, or consolidates with, another Company, and immediately after giving effect to such transaction or transactions less than fifty percent ( 50 % ) of the total voting power of the outstanding voting and economic interests represented by the capital stock of the surviving or resulting person is ( within the meaning of Rule 13d-3 under the Exchange Act ) in the aggregate by the stockholders of the Company ' on the date of this Agreement, or ( 2 ) all or substantially all of the Company 's assets are sold, assigned, conveyed, transferred or leased toa person, entity or group ; provided that in the case of both clauses ( 1 ) and ( 2 ) the person, entity or group into or with which the Company is merged or consolidated or to which the assets of the Company are sold, assigned, conveyed, transferred or leased is not a, ffiliated with ( based upon the beneficial ownership of ten percent ( 10 % ) or more of, or any other significant economic interest in ) . any person, entity or group ( or has an agreement or understanding to be so affiliated ) that as of the date hereof, or immediately prior to such transaction, is or has the right to designate a director of the Company ' ( or was a director of the Company ' within six ( 6 ) months of such transaction ) or beneficially owns ten percent ( 10 % ) or more of the outstanding Common Stock