definiens: means, with respect to a Party : ( a ) a transaction or series ofrelated transactions that results in the sale or other disposition of all or substantially all of such Party’sassets which relate to this Agreement ; or ( b ) a merger or consolidation in which such Party is not thesurviving corporation or in which, if such Party is the surviving corporation, the shareholders of such Partyimmediately prior to the consummation of such merger or consolidation do not, immediately afterconsummation of such merger or consolidation, possess, directly or indirectly through one or moreintermediaries, a majority of the voting power of all of the surviving entity ’s outstanding stock and othersecurities and the power to elect a majority of the members of such Part ’s board of directors ; or ( c ) atransaction or series of related transactions if the shareholders of such Party immediately prior to the initialsuch transaction do not, immediately after consummation of such transaction or any of such relatedtransactions, own, directly or indirectly through one or more intermediaries, stock or other securities of theentity that possess a majority of the voting power of all of such Party ’s outstanding stock and other securitiesand the power to elect a majority of the members of such Party ’s board of directors