definiens: means ( a ) a transaction or series of related tran sactions that result in the sale, transfer or other disposition to a third party of all or sub stantially all of [COMPANY] ’s assets ; ( b ) a merger or c onsolidation with a third party in which [COMPANY] is not the surviving cor poration or in which, if [COMPANY] is the surviving cor poration, the stockholders of [COMPANY] immediately prior to the cons ummation of such merger or consolidation do not, immediately after consummation of such merger or co nsolidation, 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 ; or ( c ) a transaction or series of rel ated transactions with a third party if the stockho lders of [COMPANY] immediately prior to the initial such transaction d o not, immediately after consummation of such trans action or any of such related transactions, possess ( either d irectly or indirectly ) a majority of the voting pow er of all of [COMPANY] ’s outstanding stock and other securities and the power to elect a majority of the members of Ina ri ’s board of directors