definiens: means, with respect to a Person : ( a ) a transactio n or series of related transactions that results in the sale or other disposition of al l or substantially all of such Person ’s assets ; or ( b ) a merger or consolidation in which such Person is not the surviving corporation or in which, if such Per son is the surviving corporation, the shareholders of s uch Person immediately 2 prior to the consummation of such merger or consoli dation do not, immediately after consummation of such merger or consolidation, possess, directly or indirectly through one or more intermediaries, a majority of the voting power of all of the survivin g entity ’s outstanding stock and other securities a nd the power to elect a majority of the members of such Pe rson ’s board of directors ; or ( c ) a transaction or series of related transactions ( which may include a tender offer for such Person ’s stock or the issuance, sal e or exchange of stock of such Person ) if the shareholde rs of such Person immediately prior to the initiati on of such transaction do not, immediately after consumma tion of such transaction or any of such related transactions, own, directly or indirectly through o ne or more intermediaries, stock or other securitie s of the entity that possess a majority of the voting po wer of all of such Person ’s outstanding stock and o ther securities and the power to elect a majority of the members of such Person ’s b oard of directors