definiens: means, with respect to a Person : ( a ) a transaction or series of related transactionsthat results in the sale or other disposition of all or substantially all of such Person ’s assets ; or ( b ) a merger orconsolidation in which such Person is not the surviving corporation or in which, if such Person is the survivingcorporation, the shareholders of such Person immediately prior to the consummation of such merger or consolidationdo not, immediately after consummation of such merger or consolidation, possess, directly or indirectly through one ormore intermediaries, a majority of the voting power of all of the surviving entity ’s outstanding stock and othersecurities and the power to elect a majority of the members of such Person ’s board of directors ; or ( c ) a transaction orseries of related transactions ( which may include a tender offer for such Person ’s stock or the issuance, sale orexchange of stock of such Person ) if the shareholders of such Person immediately prior to the initial such transactiondo not, immediately after consummation of such transaction or any of such related transactions, own, directly orindirectly through one or more intermediaries, stock or other securities of the entity that possess a majority of thevoting power of all of such Person ’s outstanding stock and other securities and the power to elect a majority of themembers of such Person ’s board of directors