definiens: or ( as such terms are defined below but excluding any group of stockholders currently represented on Licensor ’s Board of Directors ) ( a ) is or becomes the ( as defined below ), directly or indirectly, of shares of capital stock or other interests ( including partnership interests ) of Licensor then outstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote i n the election of the directors, managers or similar supervisory positions ( ) of Licensor representing fifty percent ( 50 % ) or more of the total voting power of all outstanding classes of Voting Stock of Licensor or ( b ) has the power, directly or indirectly, to elect a majority of the members of Licensor ’s board of directors, or similar governing body ( ) ; [ † ] ; or 1.35.2 Licensor enters into a merger, consolidation or similar transaction with another Person ( whether or not Licensor is the surviving entity ) and as a result of such merger, consolidation or similar transaction ( a ) the members of the Board of Directors of Licensor immediately prior to such transaction constitute less than a majority of the members of the Board of Directors of Licensor or such surviving Person immediately following such transaction or ( b ) the Persons that beneficially owned, directly or indirectly, the shares of Voting Stock of Licensor immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of Licensor representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of Licensor immediately prior to such transaction ; or 1.35.3 Licensor sells or transfers to any Third Party, in one ( 1 ) or more related transactions, properties or assets representing all or substantially all of Licensor ’s total assets to which this Agreement relates, excluding any assignment or transfer to any Third Party of Licensor ’s rights to receive royalty or other payments hereunder as a means of financing Licensor ’s operations ; or 1.35.4 the holders of capital stock of Licensor approve a plan or proposal for the liquidation or dissolution of Licensor