definiens: ) . ( b ) For purposes of this Agreement, a shall mean any of the following : ( i ) a merger, consolidation or share exchange in which : ( A ) the Company is a constituent party or ( B ) a subsidiary of the Company is a constituent party and the Company issues sharesof its capital stock pursuant to such merger, consolidation or share exchange ; except any such merger, consolidation or share exchange involving the Company or a subsidiary inwhich the shares of capital stock of the Company outstanding immediately prior to such merger, consolidation or share exchange continue to represent, or are converted into or exchanged forshares of capital stock that represent, immediately following such merger, consolidation or shareexchange at least a majority, by voting power, of the capital stock of ( 1 ) the surviving or resultingcorporation or ( 2 ) if the surviving or resulting corporation is a wholly owned subsidiary of anothercorporation immediately following such merger, consolidation or share exchange, the parentcorporation of such surviving or resulting corporation ; or ( ii ) the sale, lease, transfer, exclusive license or other disposition, in a single transaction orseries of related transactions, by the Company or any subsidiary of the Company of all or substantially allthe assets of the Company and its subsidiaries taken as a whole, or the sale or disposition ( whether bymerger or otherwise ) of one or more subsidiaries of the Company if substantially all of the assets of theCompany and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where suchsale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company ; 13 ( iii ) any voluntary or involuntary liquidation, dissolution or winding up of the Company ( iv ) any other event or action that constitutes a liquidation event or deemed liquidation eventunder the Company ’s articles of incorporation