Merger Transaction

Merger Transaction. The consummation, in one or more related transactions: of (i) a merger, combination, consolidation, recapitalization, or other reorganization of the Company with one or more other entities that are not Subsidiaries of the Company in which the Securityholders receive only cash and/or Marketable Securities in exchange for their shares of Common Stock; or (ii) a sale, transfer, exclusive license or other disposition of all or substantially all of the Company's business and/or assets as an entirety... to an entity that is not a Subsidiary of the Company in which the Securityholders receive only cash and/or Marketable Securities in respect of their shares of Common Stock; provided that in each case of (i) or (ii), such event also constitutes either a "change in the ownership of a corporation" or a "change in the ownership of a substantial portion of a corporation's assets" (as defined under Treasury Regulations Sections 1.409A-3(i)(5)(v) and (vii)) View More