definiens: means : ( a ) a merger or consolidation in which ( i ) Seller is a constituent party or ( ii ) a subsidiary of Seller is a constituent party and Seller issues shares of its capital stock pursuant to such merger or consolidation, except any s uch merger or consolidation involving Seller or a subsidiary in which the shares of capital stock of Seller outstanding A-3 immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capi tal 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 subsid iary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation ; or ( b ) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series o f related transactions, by Seller or any subsidiary of Seller of all or substantially all the assets of Seller and its subsidiaries taken as a whole, or the sale or disposition ( whether by merger or otherwise ) of one or more subsidiaries of Seller if subst antially all of the assets of Seller 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 subsidiary of Seller