definiens: means, with respect to each Party, the occurrence of anyof the following:(a)any or ( as such terms are defined below ) is or becomesthe ( as defined below ), directly or indirectly, in a transaction or series of relatedtransactions, of shares of capital stock or other interests ( including partnership or LLCmembership interests ) of such Party ( or any of its Controlling Affiliates ) then - outstanding andnormally entitled ( without regard to the occurrence of any contingency ) to vote in the election ofthe directors, managers or similar supervisory positions ( ) ( or its ControllingAffiliate, as applicable ) of such Party representing 50 % or more of the total voting power of alloutstanding classes of Voting Stock of such Party ( or its Controlling Affiliate, as applicable ) ; or(b)such Party ( or any of its Controlling Affiliates ) enters into a merger, consolidation or other form of business combination, share exchange, reorganization, recapitalization or other similar extraordinary transaction with another Person ( whether or notsuch Party ( or its Controlling Affiliate, as applicable ) is the surviving entity ) and as a result ofsuch merger, consolidation or other form of business combination, share exchange, reorganization, recapitalization or similar extraordinary transaction ( i ) the members of the boardof directors or similar governing body of such Party ( or its Controlling Affiliate, as applicable ) ( asthe case may be, ) immediately prior to such transaction constitute less thana majority of the members of the Board of Directors of such Party ( or its Controlling Affiliate, asapplicable ) or, if not such Party ( or its Controlling Affiliate, as applicable ), such surviving Personimmediately following such transaction or ( ii ) the Persons that beneficially owned, directly orindirectly, the shares of Voting Stock of such Party ( or its Controlling Affiliate, as applicable)immediately prior to such transaction cease to beneficially own, directly or indirectly, shares ofVoting Stock representing at least a majority of the total voting power of all outstanding classes ofVoting Stock of the surviving Person immediately following such transaction ; or(c)such Party ( or any of its Controlling Affiliates ) sells or transfers to anyThird Party, in one or more related transactions, properties or assets representing all orsubstantially all of the consolidated total assets of such Party and its Affiliates