definiens: means any of the following events : ( a ) any Third Party becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the Total Voting Power of all Voting Securities of [COMPANY] thenoutstanding, as a result of a single transaction or a series of related transactions ; ( b ) [COMPANY] consolidates with or mergesinto a Third Party, or any such Third Party consolidates with or merges into [COMPANY], in either event pursuant to atransaction in which more than fifty percent ( 50 % ) of the Total Voting Power of all Voting Securities of the surviving entitythen outstanding is not held by the parties holding at least fifty percent ( 50 % ) of the Total Voting Power of all VotingSecurities 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 Party