definiens: means ( a)(i ) the merger or consolidation of the Company into or with one or morePersons, ( ii ) the merger or consolidation of one or more Persons into or with the Company, or ( iii ) a tender or exchangeoffer or other business combination if, in the case of the foregoing clauses ( i ), ( ii ) or ( iii ), the stockholders of theCompany immediately prior to such merger, consolidation, or business combination, or immediately prior to thecommencement of such tender or exchange offer, do not retain a majority of the voting power of the Person surviving orresulting from such merger, consolidation, tender or exchange offer or business combination, ( b ) the acquisition ( whetherby purchase, tender or exchange offer, merger or otherwise ) by any Person or Group, in one transaction or a series ofrelated transactions, of ( i ) a majority of the voting power of the Capital Stock or ( ii ) all or substantially all of the assets ofthe Company ( calculated in accordance with Section 271(c ) of the Delaware General Corporation Law ), or ( c ) thedissolution, liquidation or winding up of the Company in accordance with the Charter Documents