definiens: means, with respect to a Person : ( a ) a transactio n or series of related transactions that results in the sale or other disp osition of all or substantially all of such Person ’ s assets ; or ( b ) a merger or consolidation in which such Person is not the surviving corporation or in which, if such Per son is the surviving corporation, the shareholders of such Per son immediately prior to the consummation of such m erger or consolidation do not, immediately after consummatio n of such merger or consolidation, possess, directl y or indirectly through one or more intermediaries, a ma jority of the voting power of all of the surviving entity ’s outstanding stock and other securities and the powe r to elect a majority of the members of such Person ’s board of directors ; or ( c ) a transaction or series of rel ated transactions ( which may include a tender offer for such Person ’s stock or the issuance, sale or exchange of stock of such Person ) if the shareholders of such Person immediately prior to the initial such transaction d o not, immediately after consummation of such trans action or any of such related transactions, own, directly or indirectly through one or more intermediaries, stoc k or other securities of the entity that possess a majority of the voting power of all of such Person ’s outstandi ng stock and other securities and the power to elect a majority of the members of such Person ’s board of directors