definiens: means ( a ) a m erger involving [COMPANY], in which the shareholders of [COMPANY] immediately prior to such merger cease to control ( as defined in Section 1.1 ) [COMPANY] aft er such merger, ( b ) a sale of all or substantially all of t he assets of [COMPANY] to an acquiring entity or ( c ) a sale of a controlling ( as defined in Section 1.1 ) interest of [COMPANY] to an acquiring entity . As used herein, means ( a ) a merger involving [COMPANY], in which the shareholders of [COMPANY] immediately prior to such merger does not cease to control ( as defined in Section 1 . 1 ) [COMPANY] after such merger, or a merger involvin g an Affiliate of [COMPANY] in which the resulting entity remains an Affiliate of [COMPANY] after such merger, ( b ) an acquisition of all or substantially all of the asse ts of an acquired entity by [COMPANY] or an Affiliat e or ( c ) a sale of a controlling ( as defined in Section 1.1 ) interest of an acquired entity to [COMPANY] or an Affiliate