definiens: means : ( i ) a transaction or series of related tra nsactions that results in the sale or other disposition of all or substant ially all of the Company ’s assets ; or ( ii ) a merger or 1 [ * * * ] Portions of this Exhibit have been redacted p ursuant to a Confidential Treatment Request . An unredacted version of this Exhibit has been filed Separately with the Securiti es and Exchange Commission consolidation in which the shareholders of Company immediately prior to the consummation of such merge r or consolidation do not, immediately after consummatio n of such merger or consolidation, own voting stock of the Company that possess a majority of the voting power of all the Company ’s outstanding capital stock and the power to elect a majority of the members of the surviving company ’s board of directors ; or ( iii ) a transacti on or series of related transactions ( which may include without lim itation a tender offer for Company ’s stock or the i ssuance, sale or exchange of stock of Company ) if the shareholder s of Company immediately prior to the initial such transaction do not, immediately after consummation of such tran saction or any of such related transactions, own st ock or other securities of Company that possess a majority of th e voting power of all Company ’s outstanding stock a nd other securities and the power to elect a majority of the members of Company ’s board of directors . As used h erein, the term ( including, with correlative meaning s, the terms,, or ) with respect to a designated person means the possession, directly or indirectly, of the power to vote a majority of the securities having v oting power for the election of directors ( or other persons acting in similar capacities ) of such person or otherwise to direct or cause the direction of the management and policies of such person, whether through the ownership of vo ting securities, by contract or otherwise