definiens: or ( as such terms are defined below ) ( a ) is or becomes the ( as defined below),directly or indirectly, of shares of capital stock or other interests ( including partnership interests ) of such Party then outstanding and normallyentitled ( without regard to the occurrence of any contingency ) to vote in the election of the directors, managers or similar supervisorypositions ( ) of such Party representing fifty percent ( 50 % ) or more of the total voting power of all outstanding classes ofVoting Stock of such Party or ( b ) has the power, directly or indirectly, to elect a majority of the members of the Party ’s board of directors, orsimilar governing body ( ) ; or1.52.2 such Party enters into a merger, consolidation or similar transaction with another Person ( whether or not such Party is thesurviving entity ) and as a result of such merger, consolidation or similar transaction ( a ) 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 suchsurviving Person immediately following such transaction or ( b ) the Persons that beneficially owned, directly or indirectly, the shares of VotingStock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of suchParty representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person insubstantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction ; or1.52.3 such Party sells or transfers to any Third Party, in one ( 1 ) or more related transactions, properties or assets representingall or substantially all of such Party ’s consolidated total assets to which this Agreement relates ; or1.52.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party