definiens: means, with respect to a Person : ( a ) a transaction or series ofrelated transactions that results in the sale or other disposition of all or substantially all of suchPerson ’s assets ; or ( b ) a merger or consolidation in which such Person is not the survivingcorporation or in which, if such Person is the surviving corporation, the shareholders of suchPerson immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, possess, directly or indirectlythrough one or more intermediaries, a majority of the voting power of all of the surviving entity’soutstanding stock and other securities and the power to elect a majority of the members of suchPerson ’s board of directors ; or ( c ) a transaction or series of related transactions ( which mayinclude a tender offer for such Person ’s stock or the issuance, sale or exchange of stock of suchPerson ) if the shareholders of such Person immediately prior to the initial such transaction do not, immediately after consummation of such transaction or any of such related transactions, own, directly or indirectly through one or more intermediaries, stock or other securities of the entity thatpossess a majority of the voting power of all of such Person ’s outstanding stock and othersecurities and the power to elect a majority of the members of such Person ’s board of directors