definiens: means any of the following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) becomesthe beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the stock thenoutstanding of NPHAG normally entitled to vote in elections of directors ; ( b ) NPHAG consolidates with or merges intoanother corporation or entity, or any corporation or entity consolidates with or merges into NPHAG, in either eventpursuant to a transaction in which more than fifty percent ( 50 % ) of the total voting power of the stock outstanding of thesurviving entity normally entitled to vote in elections of directors is not held by the Persons holding at least fifty percent(50 % ) of the outstanding shares of NPHAG preceding such consolidation or merger ; or ( c ) NPHAG conveys, transfers orleases all or substantially all of its assets to any Third Party