definiens: means ( a ) a merger or consolidation in which ( i ) Acquiroris a constituent party, or ( ii ) a Subsidiary of Acquiror is a constituent party and Acquiror issuesshares of its capital stock pursuant to such merger or consolidation, except in the case of eitherclause ( i ) or ( ii ) any such merger or consolidation involving Acquiror or a Subsidiary of Acquirorin which the shares of capital stock of Acquiror outstanding immediately prior to such merger orconsolidation continue to represent, or are converted into or exchanged for shares of capitalstock which represent, immediately following such merger or consolidation, more than sixtypercent ( 60 % ) 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 corporationimmediately following such merger or consolidation, the parent corporation of such surviving orresulting corporation ; ( b ) the sale by Acquiror of all or substantially all the assets of Acquiror andits Subsidiaries taken as a whole ; or ( c ) the sale by the stockholders of Acquiror of more thanfifty - one percent ( 51 % ) by voting power of the then - outstanding capital stock of the Acquiror toany single Person or ( as defined in the Exchange Act ) of Persons