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 int erests ( including partnership interests ) of such Party then outstandi ng and normally entitled ( without regard to the occ urrence of any contingency ) to vote in the election of the dir ectors, managers or similar supervisory positions ( ) of such Party representing fifty percent ( 50 % ) o r more of the total voting power of all outstanding classes of Voting 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, or similar governing bo dy ( ), excluding in each case ( clauses ( a ) and ( b ) ) [ * * * ] ; or 1.37.2 such Party enters into a merger, consolidation or s imilar transaction with another Person ( whether or not such Party is the surviving entity ) and as a result of such merger, consolidati on or similar transaction ( a ) the members of the Board of Directo rs of such Party immediately prior to such transact ion constitute less than a majority of the members of the Board of Directors of such Party or such surviving Person i mmediately following such transaction or ( b ) the Persons that beneficially owned, directly or indirectly, the sha res of Voting Stock of such Party immediately prior to such trans action cease to beneficially own, directly or indir ectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outsta nding classes of Voting Stock of the surviving Person in substant ially the same proportions as their ownership of Vo ting Stock of such Party immediately prior to such transaction ; or 1.37.3 such Party sells or transfers to any Third Party, i n one ( 1 ) or more related transactions, properties or assets representing all or substantially all of such Party ’s assets to whi ch this Agreement relates ; or 1.37.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party