definiens: means the consummation of : ( a ) any merger, consol idation, business combination or sale of shares of stock other than i n a direct issuance of shares of stock by a Party f or fair value, that, if completed, will result in the stockholders of such Party prior to such transaction not having voting control of the surviving entity immediately after the trans action such that they, acting in concert with one a nother, could not elect a majority of the board of directors of t he surviving entity ; or ( b ) the sale, transfer, * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHI CH CONFIDENTIAL TREATMENT WAS REQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUAN T TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AM ENDED