definiens: means ( a ) a transaction or series of related transactions that results in the sale or other dispositionof all or substantially all of a Party ’s assets ; or ( b ) a merger or consolidation in which a Party is not the surviving corporationor in which, if a Party is the surviving corporation, the shareholders of such Party immediately prior to the consummation ofsuch merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or othersecurities of the Party that possess 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 ; or ( c ) a transaction or series of relatedtransactions ( which may include without limitation a tender offer for a Party ’s stock or the issuance, sale or exchange of stockof a Party ) if the shareholders of such Party immediately prior to the initial such transaction do not, immediately afterconsummation of such transaction or any of such related transactions, own stock or other securities of the Party that possess amajority of the voting power of all of the Party ’s outstanding stock and other securities and the power to elect a majority ofthe members of the Party ’s board of directors