definiens: shall mean ( a ) a merger or consolidation in which ( I ) the Company is a constituent party, or ( II ) a Company subsidiary is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a Company subsidiary in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation more than 50 % by voting power of the capital stock of or ownership interest in ( A ) the surviving or resulting entity or ( B ) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the parent entity of such surviving or resulting entity ; or ( b ) the sale, in a single transaction or series of related transactions, by the Company of all or substantially all the assets of the Company ( except where such sale is to a wholly owned subsidiary of the Company )