definiens: means any of the following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the stock then outstanding of [COMPANY] normally entitled to vote in elections of directors ( other than as a result of a bona fide equity financing transaction with arm 's length financial investors ) ; ( b ) [COMPANY] consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into [COMPANY], in either event pursuant to a transaction in which * * * Confidential Treatment Requested 2 < PAGE > more than fifty percent ( 50 % ) of the total voting power of the stock outstanding of the surviving entity normally entitled to vote in elections of directors is not held by the parties holding at least fifty percent ( 50 % ) of the outstanding shares of [COMPANY] preceding such consolidation or merger ; or ( c ) [COMPANY] conveys, transfers or leases all or substantially all of its assets to a Third Party