definiens: means:(a ) a transaction or series of related transactions that results in the sale, lease, license or other dispositionof all or substantially all of a Party ’s or other applicable entity ’s assets ; or(b ) a merger or consolidation in which a Party or other applicable entity is not the surviving corporation or inwhich, if a Party is the surviving corporation, the shareholders of such Party or other applicable entity immediatelybefore the consummation of such 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 or other applicable entity ’s outstandingstock and other securities and the power to elect a majority of the members of the Party ’s or other applicable entity’sboard of directors ( or similar governing body ) ; or(c ) a transaction or series of related transactions ( which may include without limitation a tender offer for aParty ’s or other applicable entity ’s stock or the issuance, sale or exchange of stock of a Party or other applicableentity ) if the shareholders of such Party or other applicable entity immediately before the initial such transaction donot, immediately after consummation of such transaction or any of such related transactions, own stock or othersecurities of the entity that possesses a majority of the voting power of all of the Party ’s or other applicable entity’soutstanding stock and other securities and the power to elect a majority of the members of the Party ’s or otherapplicable entity ’s board of directors ( or similar governing body )