definiens: means, with respect to a Person : ( a ) a transactio n or series of related transactions that results in the sale or other disposition of al l or substantially all of such Person ’s assets ; or ( b ) a merger or consolidation in which such Person is not the su rviving corporation or in which, if such Person is the surviving corporation, the shareholders of such Per son immediately prior to the consummation of such merger or consolidation do not, immediately after c onsummation of such merger or consolidation, posses s, directly or indirectly through one or more intermed iaries, a majority of the voting power of all of th e surviving entity ’s outstanding stock and other secu rities and the power to elect a majority of the mem bers of such Person ’s board of directors ; or ( c ) a transaction or series of related transactions ( wh ich may include a tender offer for such Person ’s stock or the issua nce, sale or exchange of stock of such Person ) if t he shareholders of such Person immediately prior to th e initial such transaction do not, immediately afte r consummation of such transaction or any of such rel ated transactions, own, directly or indirectly thro ugh one or more intermediaries, stock or other securiti es of the entity that possess a majority of the vot ing power of all of such Person ’s outstanding stock and other securities and the power to elect a majority of the members of such Person ’s board of directors