definiens: means any of the following events : ( a ) any Third P arty becomes the beneficial owner, directly or indirectly, of more t han fifty percent ( 50 % ) of the Total Voting Power o f all Voting Securities of [COMPANY] then outstanding, as a resu lt of a single transaction or a series of related t ransactions ; ( b ) [COMPANY] consolidates with or merges into a Th ird Party, or any such Third Party consolidates wit h or merges into [COMPANY], in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the Total Voting Power of all Voting Securities of the surviving entity then outstanding is not held by th e parties holding at least fifty percent ( 50 % ) of the Total V oting Power of all Voting Securities of [COMPANY] outstanding immediately prior to such consolidation or merger ; or ( c ) [COMPANY] conveys, transfers or leases all or substantially all of its assets to a Third P arty