definiens: means, with respect to Seller, ( a ) a transaction or series of related transactions that results in the sale or othe r disposition of all substantially all of Seller ’s assets or all of substantially all of Seller ’s assets to which this Agreement relates, ( b ) a merger or consolidation in which Seller is not the surviving corporation or in which, if Seller is the surviving corporation, the shareholders of Seller 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 maj ority of the voting power of all of the surviving entity ’s outstanding stock and other securities, or ( c ) a transaction or series of related transactions ( which may include a tender offer for Seller ’s stock or the issuance, sale or exchange of stock of Seller ) if the shareholders of Seller immediately prior to such transaction do not, immediately after consummation of such transaction or any of such related transactions, possess, directly or indirectly through one or more intermediaries, a majority of the v oting power of all of Seller ’s or its successor ’s outstanding stock and other securities