definiens: means any of the following : ( i ) a merger or consolidation in which ( a ) the Parent is a constituent party or ( b ) a subsidiary of the Parent ( other than the Company ) is a constituent party and the Parent issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Parent or a subsidiary in which the shares of capital stock of the Parent outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of ( 1 ) the surviving or resulting corporation or ( 2 ) if the surviving or resulting corporation is a wholly owned su bsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation ; ( ii ) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Parent or a ny subsidiary of the Parent ( other than the Company ) of all or substantially all the assets of the Parent and its subsidiaries taken as a whole or the sale or disposition ( whether by merger or otherwise ) of one or more subsidiaries of the Parent ( other tha n the Company ) if substantially all of the assets of the Parent and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidia ry of the Parent ; ( iii ) any transaction or series of related transactions in which in excess of fifty percent ( 50 % ) of the Parent ’s then outstanding voting power is transferred ; or ( iv ) the closing of a public offering of Parent Common Stock ( or the equity of any newly formed parent entity of the Parent formed for the purpose of consummating a public offering of Parent or the equity of any entity into which Parent is converted ( formwechselnde Umwandlung ) in accordance with the provisions of the German Act o n Transformations of Companies ( UmwG ) ) on an internationally recognized stock exchange ( a )