definiens: means, with respect to either Party, the occurrence of any of the following:(a ) any 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 ) of suchParty ( or any Controlling Affiliate of such Party ) then outstanding and normally entitled ( without regard to the occurrence ofany contingency ) to vote in the election of the directors, managers or similar supervisory positions ( ) of suchParty ( or its Controlling Affiliate ) representing fifty percent ( 50 % ) or more of the total voting power of all outstanding classesof Voting Stock of such Party ( or its Controlling Affiliate ) or ( ii ) has the power, directly or indirectly, to elect a majority of themembers of such Party ’s ( or its Controlling Affiliate ’s ) board of directors or similar governing body ( as the case may be, ) ; or(b ) such Party ( or its Controlling Affiliate ) enters into a merger, consolidation or other form of businesscombination, share exchange, reorganization, recapitalization or other similar extraordinary transaction with another Person(whether or not such Party ( or its Controlling Affiliate ) is the surviving entity ) and as a result of such merger, consolidation orother form of business combination, share exchange, reorganization, recapitalization or similar extraordinary transaction(i ) the members of the Board of Directors of such Party ( or its Controlling Affiliate ) immediately prior to such transactionconstitute less than a majority of the members of the Board of Directors of such Party ( or its Controlling Affiliate ) or, if notsuch Party ( or its Controlling Affiliate ), such surviving Person immediately following such transaction or ( ii ) the Persons thatbeneficially owned, directly or indirectly, the shares of Voting Stock of such Party ( or its Controlling Affiliate ) immediatelyprior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock representing at least amajority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the sameproportions as their ownership of Voting Stock of such Party ( or its Controlling Affiliate ) immediately prior to suchtransaction ; or -7-(c ) such Party ( or its Controlling Affiliate ) sells or transfers to any Third Party, in one or more relatedtransactions, properties or assets representing all or substantially all of the consolidated total assets of such Party and itsAffiliates ; or(d ) the holders of capital stock of such Party ( or its Controlling Affiliate ) approve a plan or proposal for theliquidation or dissolution of such Party ( or its Controlling Affiliate )