definiens: shall mean any transaction ( or series of related transactions ) after the date hereof ( including the consummation of a scheme ofarrangement / amalgamation, merger, de - merger, share purchase, recapitalization, redemption, issuance of capital stock, consolidation, tenderoffer, combination of shares, reorganization or otherwise ) pursuant to which ( a ) a person ( or group of persons ) Beneficially Owns immediatelyupon completion of such transaction ( or series of related transactions ) securities representing more than fifty percent ( 50 % ) of the combinedvoting power for the election of directors of the outstanding voting securities of the entity surviving or resulting from such transaction ( orseries of related transactions ) or ( b ) the Company sells or otherwise disposes of all or substantially all of the assets of the Company and itssubsidiaries on a consolidated basis to a person ( or group of persons )