definiens: shall mean : ( A ) the sale by the stockholders of voting control of the C orporation, ( B ) the merger, consolidation or reorga nization with or into any other corporation, entity or perso n or any other corporate reorganization, in which ( I ) the capital stock of the Corporation immediately prior to such merger, consolidation or reorganization represents less than 50 % of the voting power of the surviving entity ( or, if the surviving entity is a wholly owned subsidi ary, its parent ) immediately after such merger, consolidatio n or reorganization or ( II ) the surviving entity ( o r, if the surviving entity is a wholly owned subsidiary, its parent ) has a class of securities that is ( or has b een within 90 days prior to such transaction ) tradeable on any pu blic market or exchange or ( C ) the sale, exclusive license or other disposition of all or substantially all of th e assets or intellectual property of the Corporatio n in a single transaction or series of related transactions . Notw ithstanding the foregoing or anything else expresse d or implied herein, the transactions contemplated by the Merger Agreement shall not be an for purp oses of this Certificate