definiens: means ( a ) a transaction or series of related transactions that results in the sale or otherdisposition of all or substantially all of [COMPANY] ’ assets ; or ( b ) a merger or consolidation in which the shareholders ofMacroGenics immediately prior to the consummation of such merger or consolidation do not, immediately afterconsummation of such merger or consolidation, own stock or other securities of the surviving corporation that possess amajority of the voting power of all of the surviving corporation ’s outstanding stock and other securities and the power toelect a majority of the members of the surviving corporation ’s board of directors ; or ( c ) a transaction or series of relatedtransactions ( which may include without limitation a tender offer for [COMPANY] ’ stock or the issuance, sale or exchange ofstock of [COMPANY] ), excluding any public offering of [COMPANY] ’ equity securities pursuant to a registration statementunder the Securities Act of 1933, as amended, if the shareholders of [COMPANY] immediately prior to the initial suchtransaction do not, immediately after consummation of such transaction or any of such related transactions, own stock orother securities of [COMPANY] that possess a majority of the voting power of all of the [COMPANY] ’ outstanding stock andother securities and the power to elect a majority of the members of [COMPANY] ’ board of directors