definiens: or ( as such terms are defined below ) ( i ) is or becomes the ( as defined below ), directly or indirectly, of shares of capital stock or other int erests ( including partnership interests ) of Napo then outs tanding and normally entitled ( without regard to th e occurrence of any contingency ) to vote in the elect ion of the directors, managers or similar superviso ry positions ( ) of Napo representing fifty percent ( 50 % ) or more of the total voting power of all out standing classes of Voting Stock of Napo or ( ii ) has the pow er, directly or indirectly, to elect a majority of the members of Napo ’s board of directors or similar governing body ( ) ; or ( b ) Napo enters into a merger, consolidation or similar transaction with another Person ( whether or not Napo is the surviving entity ) and a s a result of such merger, consolidation or similar transaction ( i ) the members of the Board of Directors of Napo i mmediately prior to such transaction constitute les s than a majority of the members of the Board of Directors o f Napo or such surviving Person immediately followi ng such transaction or ( ii ) the Persons that beneficially o wned, directly or indirectly, the shares of Voting Stock of Napo immediately prior to such transaction cease to bene ficially own, directly or indirectly, shares of Vot ing Stock of Napo representing at least a majority of the total voting power of all outstanding 10 classes of Voting Stock of the surviving Person in substantially the same proportions as their ownersh ip of Voting Stock of Napo immediately prior to such tran saction ; or ( c ) Napo sells or transfers to any Third Party, in one or more related transactions, properties or assets representing all or substantia lly all of Napo ’s assets ; or ( d ) the holders of capital stock of Napo approve a plan or proposal for the liquidation or dissolution of Napo