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Each of the following events shall be considered a Deemed Liquidation Event unless the holders of (x) a majority of the votes represented by all outstanding shares of Preferred Stock (voting together as a single class on an as-if converted to Common Stock basis), (y) a majority of the outstanding shares of Series B Preferred Stock (voting together as a single class) and (z) if and only if, such Deemed Liquidation Event would result in holders of Series C Preferred Stock receiving less than the Series C Original Issue Price for each share of Series C Preferred Stock held by them upon the consummation of such Deemed Liquidation Event pursuant to Section 2 hereunder, a majority of the outstanding shares of Series C Preferred Stock (voting together as a single class) ((x), (y) and as applicable pursuant to this Section 2.3.1(z), the holders of a majority of the outstanding shares of Series C Preferred Stock (voting together as a single class) collectively, the Requisite Investors ) elect otherwise by written notice sent to the Corporation at least 10 days prior to the effective date of any such event: (a) a merger, consolidation, sale or reorganization in which except any such merger, consolidation, sale or reorganization involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger, consolidation, sale or reorganization continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, in substantially the same relative proportions as among such stockholders prior to such transaction, of the capital stock of (1) the surviving or resulting corporation