definiens: or ( as such terms are defined below ) acquires or becomes the ( as definedbelow ), directly or indirectly, of ( a ) shares of capital stock or other interests ( including partnership interests ) of such Party then outstanding andnormally entitled ( without regard to the occurrence of any contingency ) to vote in the election of the directors, managers or similar supervisorypositions ( ) of such Party representing [ * * * ] or more of the total voting power of all outstanding classes of Voting Stock of suchParty or ( b ) the power to elect a majority of the members of the Party ’s board of directors, or similar governing body ( ) ; or1.92.2 such Party enters into a merger, consolidation or similar transaction with another Person ( whether or not such Partyis the surviving entity ) and as a result of such merger, consolidation or similar transaction ( a ) the members of the Board of Directors of suchParty immediately prior to such transaction constitute less than a majority of the members of the Board of Directors of such Party or suchsurviving Person immediately following such transaction or ( b ) the Persons that beneficially owned, directly or indirectly, the shares of VotingStock of such Party immediately prior 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 the surviving Person in substantially thesame proportions as their ownership of Voting Stock of such Party immediately prior to such transaction ; or1.92.3 such Party sells or transfers to any Third Party, in one ( 1 ) or more related transactions, properties or assetsrepresenting all or substantially all of such Party ’s consolidated total assets ; or1.92.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party