definiens: ( as defined in Section 13(e ) of the Exchange Act and the regulations of the Securities and Exchange Commission issued thereunder ), ( ii ) an acquisition of any outsta nding shares of the Company from any stockholder primarily for cash, or ( iii ) an acquisition, merger or sale with or into a Person whose securities are not listed on a national securities exchange immediately following the consummation of such transaction or transactions, provided, however, that nothing in this Section 2.1 shall prohibit any transaction or series of related transactions ( x ) where the per share cash consideration paid to the stockholders of the Company other than the Major Stockholder or its Affiliates in connection with such transaction or series of related transactions is greater than or equal to the Offer Price, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like that occur after the Effective Date, ( y ) not proposed or initiated by the Major Stockholder or any of its Affiliates, or ( z ) that is approved by the holders of a majority of all then outstanding Shares ( excluding from both the numerator and the denominator any Shares held by the Major Stockholder and its Affiliates )