definiens: means, with respect to a Party, the occurrence of any of the following after the Effective Date : 1.30.1 any 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 interests ( including partnership interests ) of such Party then outstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote in the election of the directors, managers or similar supervisory positions ( ) of such Party representing fifty perc ent ( 50 % ) or 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 body ( ) ; or 1.30.2 such Party enters into a merger, consolidation or similar transaction with another Person ( whether or not such Party is the surviving entity ) and as a result of such merger, consolidation or similar transaction ( a ) the members of the B oard of Directors of such Party immediately prior to such transaction constitute less than a majority of the members of the Board of Directors of such Party or such surviving Person immediately following such transaction ; or ( b ) the Persons that beneficial ly owned, directly or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting po wer of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction ; or 1.30.3 such Party sells or transfers to any Third Party, in one or more related transactions, properties or assets representing all or substantially all of such Party ’s consolidated total assets to which this Agreement relates ; or 1.30.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party