definiens: means any of the following events : ( a ) any Third Party ( or group ofThird Parties acting in concert ) becomes the beneficial owner, directly or indirectly, of more than fiftypercent ( 50 % ) of the total voting power of the stock then outstanding of HGS normally entitled to vote inelections of directors, as a result of a single transaction or a series of related transactions ; ( b ) HGSconsolidates with or merges into another corporation or entity, or any corporation or entity consolidates withor merges into HGS, in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of thetotal voting power of the stock outstanding of the surviving entity normally entitled to vote in elections ofdirectors is not held by the parties holding at least fifty percent ( 50 % ) of the outstanding shares of HGSimmediately preceding the execution of the agreement governing such consolidation or merger ; or ( c ) HGSconveys, transfers or leases all or substantially all of its assets to any Third Party