definiens: will mean : ( i)a reorganization, merger, or consolidation involving the COMPANY unless : ( A ) the transactioninvolves only the COMPANY and one or more of the COMPANY ’s parent corporation and wholly - owned ( excluding interests held by employees, officers and directors ) subsidiaries ; or ( B ) thestockholders who had the power to elect a majority of the board of directors of the COMPANYimmediately prior to the transaction have the power to elect a majority of the board of directors ofthe surviving entity immediately following the transaction ; ( ii)the sale of all or substantially all of the assets of the COMPANY to another corporation, person orbusiness entity ; or ( iii)a sale of COMPANY stock, unless either ( x ) the stockholders who had the power to elect a majorityof the board of directors of the COMPANY immediately prior to the acquisition have the power toelect a majority of the board of directors of the COMPANY immediately following the transaction, or ( y ) the sale of COMPANY stock is to obtain financing to operate or expand the COMPANY’sbusiness