definiens: of Merger Sub ( as defined below ) ; Phoenixhas no present plan or intention to cause the Company to issue additional shares of stock, or to take, or cause theCompany to take, any other action after the Merger that would result in Phoenix losing Control of the Company ; andfor purposes of this Section 3.13(s ), shall consist of direct ownership of shares of stock possessing at leasteighty percent ( 80 % ) of the total combined voting power of all classes of stock entitled to vote and at least eightypercent ( 80 % ) of the total number of shares of each other class of stock of the corporation . For purposes ofdetermining Control, a person shall not be considered to own shares of voting stock if rights to vote such shares or torestrict or otherwise control the vote of such shares are held by a third party ( including a voting trust ) other than anagent of such person