definiens: means ( a ) a merger or consolidation in which ( i ) Parent is a constituent party, or ( ii ) a Subs idiary of Parent is a constituent party and Parent issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause ( i ) or ( ii ) any such merger or consolidation involving Parent or a Subsidiary of Parent in w hich the shares of capital stock of Parent outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock which represent, immediately following such merger or consolidati on, more than fifty percent ( 50 % ) by voting power of the capital stock of ( A ) the surviving or resulting corporation or ( B ) if the surviving or resulting corporation is a wholly owned Subsidiary of another corporation immediately following such merger or c onsolidation, the parent corporation of such surviving or resulting corporation ; ( b ) the sale by Parent of all or substantially all the assets of Parent and its Subsidiaries taken as a whole ; or ( c ) the sale by the stockholders of Parent of more than fifty percent ( 50 % ) by voting power of the then -outstanding capital stock of Parent to any single Person or ( as defined in the Exchange Act ) of Persons