definiens: means, with respect to a Seller : ( a ) a transactio n or series of related transactions that results in the sale or other disposition of all or substantially all of such Seller ’s assets ( other th an any such sale or other disposition to a Subsidiary of a Seller ) ; or ( b ) a merger or consolidation as a result of which the shareholders of such Seller immediately prior to th e consummation of such merger or consolidation do n ot, immediately after consummation of such merger or co nsolidation, possess, directly or indirectly throug h one or more intermediaries, a majority of the voting power of all of the surviving entity ’s outstanding stock and other securities and the power to elect a majority of the members of such Seller ’s board of directors ; or ( c ) a transaction or series of related transactions ( whic h may include a tender offer for such Seller ’s stoc k or the issuance, sale or exchange of stock of such Seller ) if the shareholders of such Seller immediately pri or to the initial such transaction do not, immediately after consummation of such transaction or any of such rel ated transactions, possess, directly or indirectly throu gh one or more intermediaries, a majority of the vo ting power of all of such Seller ’s or its successor ’s outstanding stock and other securities and the power to elect a majority of the members of such Seller ’s or its successor ’s boa rd of directors