definiens: shall mean ( a ) a merger or consolidation in which ( i ) the Corporation is a constituent party or ( ii ) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, exc ept any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stoc k of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are conv erted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capit al stock of ( 1 ) the surviving or resulting corporation ; or ( 2 ) if the surviving or resulting corporation is a whol ly owned subsidiary of another corporation immediately follo wing such merger or consolidation, the parent corpo ration of such surviving or resulting corporation ; or ( b ) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transaction s, by the Corporation or any subsidiary of the Corp oration of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition ( whether by merger, consolidation or otherwise ) of one or more subsidiaries of the Corporation if subs tantially all of the assets of the Corporation and its subsidiari es taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned s ubsidiary of the Corporation