definiens: means, with respect to a Party, any of the follow ing events occurring after the EffectiveDate:(a ) any or ( as such terms are defi ned below ) ( a ) is or becomes the ( as defined below ), directly or indirectly, of shar es of capital stock or other interests ( including p artnership 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 supe rvisory positions ( ) of such Party representing fiftypercent ( 50 % ) or more of the total voting power of all outstanding classes of Voting Stock of such Par ty or ( b ) has thepower, directly or indirectly, to elect a majority of the members of the Party ’s board of directors, o r similar governingbody ( ) ; or(b ) such Party enters into a merger, consolidation or similar transaction with another Person ( whetheror not such Party is the surviving entity ), and as a result of such merger, consolidation or similar t ransaction ( a ) themembers of the Board of Directors of such Party imm ediately prior to such transaction constitute less than a majorityof the members of the Board of Directors of such Pa rty or such surviving Person immediately following suchtransaction or ( b ) the Persons that beneficially ow ned, directly or indirectly, the shares of Voting S tock of such Partyimmediately prior to such transaction cease to bene ficially own, directly or indirectly, shares of Vot ing 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 proporti ons as their ownership of Voting Stock of such Part y immediatelyprior to such transaction ; or(c ) such Party sells or transfers to any Third Part y, in one ( 1 ) or more related transactions, propert iesor assets representing all or substantially all of such Party ’s consolidated total assets to which thi s Agreementrelates ; or(d ) the holders of capital stock of such Party appr ove a plan or proposal for the liquidation ordissolution of such Party