definiens: means any transaction, or series of related transa ctions, whereby [COMPANY] merges, reorganizes, amalgamates or consoli dates with another entity, and the shareholders of [COMPANY] owning at least fifty percent ( 50 % ) of the outstand ing voting securities of [COMPANY] immediately prior to such transaction(s ) own less than fifty percent ( 50 % ) of the outstanding voting securities of [COMPANY] or th e surviving entity as a result of such transaction(s ), but wher e : ( a ) the business of [COMPANY] immediately prior to such transaction(s ) is the primary business of [COMPANY] o r the surviving entity immediately after such trans action(s ) ; ( b ) members of the Board of Directors of [COMPANY] i m mediately prior to such transaction(s ) comprise mor e than 50 % of the Board of Directors of [COMPANY] or the sur viving entity immediately after such transaction(s ) and for the subsequent twelve ( 12 ) months ; and ( c ) the chie f executive officer and chief financial officer of [COMPANY] immediately prior to such transaction(s ) remain the chief executive officer and chief financial office r of [COMPANY] or the surviving entity immediately after such tran saction(s ) and for the subsequent twelve ( 12 ) month s