definiens: means ( a ) a transaction or series of related transactions that results in the sale orother disposition of all or substantially all of [COMPANY] ’s assets ; or ( b ) a merger or consolidation in which [COMPANY] is notthe surviving corporation or in which, if [COMPANY] is the surviving corporation, the shareholders of [COMPANY] immediatelyprior to 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 [COMPANY] ’s outstanding stock and other securities and thepower to elect a majority of the members of [COMPANY] ’s board of directors ; or ( c ) a transaction or series or relatedtransactions ( which may include without limitation a tender offer for [COMPANY] ’s stock or the issuance, sale or exchangeof [COMPANY] ’s stock ) if the shareholders of [COMPANY] immediately prior to the initialization of such transaction do not, immediately after consummation of such transaction or any of such related transactions, own stock or other securitiesof the entity that possess a majority of the voting power of [COMPANY] ’s outstanding stock and other securities and thepower to elect a majority of the members of [COMPANY] ’s board of directors