definiens: means, with respect to a party, any of the following events occurring after the ClosingDate : ( a ) any 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 ( including partnershipinterests ) of such party then outstanding and normally entitled ( without regard to the occurrence of anycontingency ) to vote in the election of the directors, managers or similar supervisory positions ( ) of such party representing ﬁfty percent ( 50 % ) or more of the total voting power of all outstandingclasses of Voting Stock of such party or ( ii ) has the power, directly or indirectly, to elect a majority of themembers of the party ’s board of directors, or similar governing body ; ( b ) 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 ( i ) the members of the board of directorsof such party immediately prior to such transaction constitute less than a majority of the members of theboard of directors of such party or such surviving Person immediately following such transaction or ( ii ) thePersons that beneﬁcially owned, directly or indirectly, the shares of Voting Stock of such party immediatelyprior to such transaction cease to beneﬁcially own, directly or indirectly, shares of Voting Stock of such partyrepresenting at least a majority of the total voting power of all outstanding classes of Voting Stock of thesurviving Person or the ultimate parent entity of such surviving Person in substantially the same proportionsas their ownership of Voting Stock of such party immediately prior to such transaction ; ( c ) such party sells ortransfers to any third party, in one ( 1 ) or more related transactions, properties or assets representing all orsubstantially all of such party ’s consolidated total assets ; or ( d ) the holders of capital stock of such partyapprove a plan or proposal for the liquidation or dissolution of such party . For the purpose of this deﬁnition ofChange of Control : ( a ) and have the meanings given such terms under Section 13(d ) and14(d ) of the Exchange Act and the term includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1 ) under the exchange Act ; ( b ) a will be determined in accordance with Rule2113d-3 under the Exchange Act ; and ( c ) the terms and will havemeanings correlative to that of means the date on which the Closing actually occurs