definiens: shall mean ( a ) a transacti on or series of related transactions that result in the sale, transfer or other disposition to a Third Party of all or substantially all of [COMPANY] ’s assets ; ( b ) a merger or consolidation with a Third Party in which [COMPANY] is not the surviving corporation or in which, if [COMPANY] is the surviving corporation, the stockholders of [COMPANY] i m mediately prior to the consummation of such merger or consolidation do not, immediately after consummatio n of such merger or consolidation, possess a majori ty of the voting power of all of [COMPANY] ’s outstanding stock an d other securities and the power to elect a majorit y of the members of [COMPANY] ’s board of directors ; or ( c ) a tra nsaction or series of related transactions with a T hird Party if the stockholders of [COMPANY] immediately prior to the initial such transaction do not, immediately after consummation of such transaction or any of such rel ated transactions, own stock or other securities of the entity that possess a majority of the voting power of all of [COMPANY] ’s outstanding stock and other securities a nd the power to elect a majority of the members of [COMPANY] ’s board of directors