definiens: means, with respect to a Person : ( a ) a transaction or series of related transactions thatresults in the sale or other disposition of all or substantially all of such Person ’s assets ; or ( b ) a merger orconsolidation in which such Person is not the surviving corporation or in which, if such Person is the survivingcorporation, the shareholders of such Person immediately prior to the consummation of such merger orconsolidation do not, immediately after consummation of such merger or consolidation, possess, directly orindirectly through one or more intermediaries, a majority of the voting power of all of the surviving entity’soutstanding stock and other securities and the power to elect a majority of the members of such Person ’s boardof directors ; or ( c ) a transaction or series of related transactions ( which may include a tender offer for suchPerson ’s stock or the issuance, sale or exchange of stock of such Person ) if the shareholders of such Personimmediately prior to the initial such transaction do not, immediately after consummation of such transaction orany of such related transactions, own, directly or indirectly through one or more intermediaries, stock or othersecurities of the entity that possess a majority of the voting power of all of such Person ’s outstanding stock andother securities and the power to elect a majority of the members of such Person ’s board of directors