definiens: or ( as such terms are defined below)(i ) becomes the ( as defined below, except that a or shall be deemed to have of allshares of capital stock or other equity interests if such person or group has the right to acquire, whether such right is exercisable immediatelyor only after the passage of time ), directly or indirectly, of shares of capital stock or other interests ( including partnership interests ) of suchParty then outstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote in the election of the directors, managers or similar supervisory positions ( ) of such Party representing fifty percent ( 50 % ) or more of the total voting power ofall outstanding classes of Voting Stock of such Party or ( ii ) acquires the power, directly or indirectly, to elect a majority of the members of theParty ’s board of directors or similar governing body ( ) ; 1.16.2 such Party enters into a merger, consolidation or similar transaction with another Person ( whether or not such Party isthe surviving entity ) and as a result of such merger, consolidation or similar transaction ( i ) the members of the Board of Directors of such Partyimmediately prior to such transaction constitute less than a majority of the members of the Board of Directors of such Party or such survivingPerson immediately following such transaction or ( ii ) the Persons that beneficially owned, directly or indirectly, the shares of Voting Stock ofsuch Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of the surviving Personrepresenting at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person ; or1.16.3 such Party sells or transfers to any Third Party, in one or more related transactions, properties or assets representing allor substantially all of such Party ’s consolidated total assets to which this Agreement relates