definiens: shall mean a merger or consolidati on in which ( i ) the Company is a constituent party, or ( ii ) a subsidiary of the Company is a constituent party an d the Company issues shares of its capital stock pu rsuant to such merger or consolidation, except in the case of either clause ( i ) or ( ii ) any such merger or conso lidation involving the Company or a Company subsidiary in wh ich the shares of capital stock of the Company outstanding immediately prior to such merger or con solidation continue to represent, or are converted into or exchanged for shares of capital stock which represe nt, immediately following such merger or consolidat ion, more than 50 % 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 owne d subsidiary of another corporation immediately fol lowing such merger or consolidation, the parent corporatio n of such surviving or resulting corporation