definiens: means(a ) a transaction or series of related transactions that results in the sale or other disposition of all orsubstantially all of a Party ’s assets ; or(b ) a merger or consolidation in which a Party is not the surviving corporation or in which, if a Party isthe surviving corporation, the shareholders of such Party immediately prior to the consummation ofsuch merger or consolidation do not, immediately after consummation of such merger orconsolidation, possess a majority of the voting power of all of the Party ’s outstanding stock andother securities and the power to elect a majority of the members of the Party ’s board of directors;or(c ) a transaction or series of related transactions ( which may include without limitation a tender offerfor a Party ’s stock or the issuance, sale or exchange of stock of a Party ) if the shareholders of suchParty immediately prior to the initial such transaction do not, immediately after consummation ofsuch transaction or any of such related transactions, own stock or other securities of the entity that7possess a majority of the voting power of all of the Party ’s outstanding stock and other securitiesand the power to elect a majority of the members of the Party ’s board of directors