definiens: . For purposes of this Part B of Article III, an shall mean : ( A ) the sale by the stockholders of voting control of the Corporation, ( B ) the merger, consolidation or reorganization wit h or into any other corporation, entity or person o r any other corporate reorganization, in which ( I ) the capital stock of the Corporation immediately prior to such merger, consolidation or reorganization represents less tha n 50 % of the voting power of the surviving entity ( or, if the surviving entity is a wholly owned subsidiary, its parent ) immediately after such merger, consolidatio n or reorganization or ( II ) the surviving entity ( or, if the surviving entity is a wholly owned subsidiary, its parent ) has a class of securities that is ( or has been within 9 0 days prior to such transaction ) tradeable on any public market or exchange or ( C ) the sale, exclusive license or o ther disposition of all or substantially all of the assets or intellectual property of the Corporation in a singl e transaction or series of related transactions . No twithstanding the foregoing and for purposes of clarification, th e term shall not include any transa ction involving the Corporation and the Shell Company Suc cessor that is described in clause ( iii ) of the She ll Company Successor definition set forth below . means a shell company that ( i ) has securities registered under the Securities Exchange Act of 1934, as amended, ( ii ) has nominal operatio ns and nominal assets ( prior to any of the transactions de scribed in clause ( iii ) ) and ( iii ) directly or indi rectly through one or more direct or indirect subsidiaries acquire s the Corporation and/or all or substantially all o f its assets or business ( whether pursuant to a stock purchase, an asset purchase, a merger or any other similar trans action ), and in consideration for such acquisition issues to the former stockholders of the Corporation shares of c apital stock of such shell company