definiens: means a ( i ) merger or consolidation inwhich ( A ) the Company is a constituent party, or ( B ) a subsidiary of the Companyis a constituent party and the Company issues shares of its capital stockpursuant to such merger or consolidation, except in the case of either clause(A ) or ( B ) any such merger or consolidation involving the Company or asubsidiary of the Company in which the shares of capital stock of the Companyoutstanding immediately prior to such merger or consolidation continue torepresent, or are converted into or exchanged for shares of capital stock whichrepresent, immediately following such merger or consolidation, more than 50 % byvoting power of the capital stock of ( 1 ) the surviving or resulting corporationor ( 2 ) if the surviving or resulting corporation is a wholly owned subsidiary ofanother corporation immediately following such merger or consolidation, theparent corporation of such surviving or resulting corporation ; ( ii ) the sale, lease, transfer, exclusive license or other disposition, in a single transactionor series of related transactions, by the Company or a subsidiary of the Companyof all or substantially all the assets of the Company and the subsidiaries ofthe Company taken as a whole ( except where such sale, lease, transfer, exclusivelicense or other disposition is to a wholly owned subsidiary of the Company ) ; or(iii ) the sale or transfer, in a single transaction or series of relatedtransactions, by the stockholders of the Company of more than 50 % by votingpower of the then - outstanding capital stock of the Company to any person orentity or group of affiliated persons or entities