definiens: shall mean ( i ) anyconsolidation or merger of Holdings with or into any corporation or other entity or person, or anyother reorganization, other than any such consolidation, merger or reorganization in which thestockholders of Holdings, immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity ( or, if the survivingentity is a wholly - owned subsidiary, its parent ) immediately after such consolidation, merger orreorganization in substantially the same proportion as their voting power of Holdings immediatelyprior to such consolidation, merger or reorganization ; ( ii ) any transaction or series of relatedtransactions to which Holdings is a party in which in excess of seventy percent ( 70 % ) of Holdings’voting power is transferred ; or ( iii ) a sale, lease, exclusive license or other disposition of all orsubstantially all of the assets of Holdings