definiens: shall mean any of the following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) becomes the beneficial owner, 4 directly or indirectly, of fifty percent ( 50 % ) or more of the voting power of the stock then outstanding of MIP ; ( b ) MIP consolidates with or merges into another corp::>ration or entity, or any corporation or entity consolidates with or merges into MIP, in either event pursuant to a transaction in which fifty percent ( 50 % ) or .. more ' of the total voting power of the stock outstanding of the surviving entity normally entitled to vote is not held by the Parties holding more than fifty percent ( 50 % ) of the outstanding shares of MIP prior to such consolidation or merger ; ( c ) any Third Party ( or group of Third Parties acting in concert ) obtains the power to direct or cause the direction of the management and policies of MIP by any lawful means whatsoever ; or ( d ) MIP conveys, transfers or leases all or substantially all oOts·assets .