definiens: means any of the following events : ( a ) any Third Party ( or group of Third Parties acting inconcert ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total votingpower of the stock then outstanding of GW normally entitled to vote in elections of directors ; ( b ) GW consolidateswith or merges into another corporation or entity, or any corporation or entity consolidates with or merges into GW, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the total voting power of the stockoutstanding of the surviving entity normally entitled to vote in elections of directors is not held by the partiesholding at least fifty percent ( 50 % ) of the outstanding shares of GW preceding such consolidation or merger ; or(c ) GW conveys, transfers or leases all or substantially all of its assets to any Third Party