definiens: means ( a ) any merger, consolidation or reorganizat ion approved by the Company ’s stockholders, unless securities represent ing more than * * * of the total and combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly, by the persons who benefici ally owned Company ’s outstanding voting securities immediately prior to such transaction ; or ( b ) the s ale of all or substantially all of Company ’s assets as an entirety or substantially as an entirety to any person, enti ty, or group of persons acting in concert, other th an a sale, transfer or disposition to : ( i ) a shareholder of Company in exchange for or with respect to its stock ; ( ii ) an entity, * * * or more of the total value or voting power of which is owned, directly or indirectly, by Company ; ( iii ) a person, or more than one person acting as a group, that owns, directly or indirectly, * * * or more of the total va lue or voting power of the outstanding stock of Company ; or ( iv ) an entity, at least * * * of the total value or votin g power of which is owned by a person described in ( iii ) ; or ( c ) any transaction or series of related transaction s pursuant to which any person or any group of persons comprising a within the meaning of Rule 13d- 5(b)(1 ) under the Securities Exchange Act of 1934, as amended ( ot her than Company or a person that, prior to such tr ansaction or series of related transactions, directly or indi rectly controls, is controlled by or is under commo n control with, Company ) becomes directly or indirectly the beneficial owner ( within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended ) of sec urities possessing ( or convertible into or exercisa ble for securities possessing ) more than * * * of the total c ombined voting power of Company ’s securities outsta nding immediately after the consummation of such transact ion or series of related transactions, whether such transaction involves a direct issuance from Company or the acqu isition of outstanding securities held by one or mo re of Company ’s stockholders