definiens: means, with respect to Biologix : ( a ) a transaction or series of relatedtransactions that results in the sale or other disposition of all or substantially all ofBiologix ’s assets ; or ( b ) a merger or consolidation in which Biologix is not the survivingcorporation or in which, if Biologix is the surviving corporation, the shareholders ofBiologix immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, possess, directly orindirectly through one or more intermediaries, a majority of the voting power of all of thesurviving entity ’s outstanding stock and other securities and the power to elect a majorityof the members of Biologix ’s board of directors ; or ( c ) a transaction or series of relatedtransactions ( which may include a tender offer for Biologix ’s stock or the issuance, sale orexchange of stock of Biologix ) if the shareholders of Biologix immediately prior to theinitial such transaction do not, immediately after consummation of such transaction or anyof such related transactions, own, directly or indirectly through one or moreintermediaries, stock or other securities of the entity that possess a majority of the votingpower of all of Biologix ’s outstanding stock and other securities and the power to elect amajority of the members of Biologix ’s board of directors