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 interests ( incl uding 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 more than fifty perce nt ( 50 % ) of the total voting power of all outstandi ng classes of Voting Stock of such Party, or ( ii ) has the power, directly or indirectly, to elect a major ity of the members of the Party ’s board of directors, or simil ar governing body ( ) ; ( b ) such Party enters into a merger, consolidation or similar transaction with another Person ( whether or not such Party is the surviving Person ) and as a result of such merger, consolidation or s imilar transaction ( i ) 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 t he Board of Directors of such Party or such survivi ng Person immediately following such transaction, or ( ii ) the Persons that beneficially owned, directly or indir ectly, the shares of Voting Stock of such Party immediately pr ior to such transaction cease to beneficially own, directly or indirectly, the shares of Voting Stock of such Part y representing at least a majority of the total vot ing power of all outstanding classes of Voting Stock of the surv iving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction ; ( c ) 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 ( i ) assets to which this Agreement rel ates, or ( ii ) consolidated assets ; or ( d ) the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party