definiens: , with respect to a Party, shall occur when : ( i ) any person or ( as such terms are defined below in this Section 1.14 ) is or becomes the ( as defined below ), directly or indirectly, ( ) f shares of capital stock or other equity interests of such Party 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 IOtal voting power of all outstanding classes of Voting Stock of such Party ; ( ii ) such Party enters into a merger, consolidation or similar transaction with another Person ( whether or not such Party is the surviving entity ) and as a result of such merger, consolidation or similar transaction the Persons that beneficially owned . dircctly or indirectly, 1he shares of Voting Stock of such Party immediately prior to such transaction do not heneficially own, directly or indiree1ly, shares of Voting Stock of the surviving Person representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the sUlviving Person ; ( iii ) such Party sells or transfers to any Third Party, in one or more related transactions, properties or assets representing all or substantially all of such Party 's assets ; or SD\844( .. o3.1 II ( iv ) the holders of capital stock or equity of such Party approve a plan or proposal lor the liquidation or dissolution of such Party