definiens: means with respect to a Party, ( a ) a merger or consolidation inwhich ( i ) such Party is a constituent party, or ( ii ) a subsidiary of such Party is a constituent party, and such entity inclause ( i ) or ( ii ) issues shares of its capital stock pursuant to such merger or consolidation, except in the case ofeither clause ( i ) or ( ii ) any such merger or consolidation involving such Party or a subsidiary of such Party in which theshares of capital stock of such entity outstanding immediately prior to such merger or consolidation continue torepresent, or are converted into or are exchanged for shares of capital stock which represent, immediately followingsuch merger or consolidation more than 50 % by voting power of the capital stock of ( A ) the surviving or resultingcorporation or ( B ) the parent corporation of such 4 [ * * * ] Portions of this exhibit have been redacted pursuant to a confidential treatment request . An unredactedversion of this exhibit has been filed separately with the Commission