definiens: 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 ( incl uding partnership interests ) of such Party then outstandi ng and normally entitled ( without regard to the occurrence of any contingency ) to vote in the elect ion of the directors, managers or similar superviso ry positions ( ) of such Party representing fifty percent ( 50 % ) o r more of the total voting power of all outstanding classes of Voting Stock of such Party or ( b ) has the power, directly or indir ectly, to elect a majority of the members of the Party ’s b oard of directors or similar governing body ( ) ; or 1.16.2 such Party enters into a merger, consolidation or s imilar transaction with another Person ( whether or not such Party is the surviving entity ) and as a result of such merger, consolidation or s imilar transaction ( a ) the members of the Board of Directo rs of such Party immediately prior to such transact ion constitute less than a majority of the members of t he Board of Directors of such Party or such survivi ng Person immediately following such transaction or ( b ) the Persons that beneficially owned, directly or indirectly, the shares of Voting Stock of such Part y 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 power of all outstandi ng classes of Voting Stock of the surviving Person in substantially the same proportions as their ownersh ip of Voting Stock of such Party immediately prior to such transaction ; or 1.16.3 such Party sells or transfers to any Third Party, i n one or more related transactions, properties or assets representing all or substantially all of such Party ’s consolidated total assets ; or 1.16.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party