definiens: means, with respect to a Person : ( a ) a transaction or series of related transactions that results in the sale or other disposition 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 Perso n is the surviving corporation, the shareholders of such Person immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, possess, directly or indirectly through one or more intermediaries, a majority of the voting power of all of the surviving entity ’s outstanding stock and other securities and the power to elect a majority of the members of such Person ’s board of directors ; or ( c ) a transaction or series of related tran sactions ( 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 do not immediately after consummation of such transaction or any of such related transactions, own, directly or indirectly through one or more intermediaries, stock or other securities of the entity that possess a majority of the voting power of all of such Person ’s outstanding stock and other securi ties and the power to elect a majority of the members of such Person ’s board of directors