definiens: or ( as such terms are defined below ) ( i ) is or becomes the ( asdefined below ), directly or indirectly, of shares of capital stock or other interests ( including partnership interests ) ofsuch Party then outstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote in theelection of the directors, managers or similar supervisory positions ( ) of such Party representing fiftypercent ( 50 % ) or more of the total voting power of all outstanding classes of Voting Stock of such Party, or ( ii ) has thepower, directly or indirectly, to elect a majority of the members of the Party ’s board of directors, or similar governingbody ( ) ; or * * * Confidential Treatment Requested***- 4 -1.41.2 such Party enters into a merger, consolidation or similar transaction with another Person ( whethersuch Party is the surviving entity or not ) and as a result of such merger, consolidation or similar transaction ( i ) themembers of the Board of Directors of such Party immediately prior to such transaction constitute less than a majorityof the members of the Board of Directors of such Party or such surviving Person immediately following suchtransaction, or ( ii ) the Persons that beneficially owned, directly or indirectly, the shares of Voting Stock of such Partyimmediately 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 thesurviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediatelyprior to such transaction ; or1.41.3 such Party sells or transfers to any Third Party, in one ( 1 ) or more related transactions, properties orassets representing all or substantially all of such Party ’s total assets to which this Agreement relates ; or1.41.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolutionof such Party