definiens: means ( a ) a merger or consolidation in which ( i ) Buyer is aconstituent party, or ( ii ) a Subsidiary of Buyer is a constituent party and Buyer issues shares of itscapital stock pursuant to such merger or consolidation, except in the case of either clause ( i ) or(ii ) any such merger or consolidation involving Buyer or a Subsidiary of Buyer in which theshares of capital stock of Buyer outstanding immediately prior to such merger or consolidationcontinue to represent, or are converted into or exchanged for shares of capital stock whichrepresent, immediately following such merger or consolidation, more than sixty percent ( 60 % ) byvoting power of the capital stock of ( A ) the surviving or resulting corporation or ( B ) if the survivingor resulting corporation is a wholly owned Subsidiary of another corporation immediatelyfollowing such merger or consolidation, the parent corporation of such surviving or resultingcorporation ; ( b ) the sale by Buyer of all or substantially all the assets of Buyer and itsSubsidiaries taken as a whole ; or ( c ) the sale by the stockholders of Buyer of more than fortypercent ( 40 % ) by voting power of the then - outstanding capital stock of Buyer to any singlePerson or ( as defined in the Exchange Act ) of Persons