definiens: or ( as such terms are defined below ) ( i ) becomes the ( as defined below, except that a or shall be deemed t o have of all shares of capital stock or other equity interests i f such person or group has the right to acquire, whether such right is exercisable immediat ely or only after the passage of time ), directly or indirectly, of shares of capital stock or other interests ( including partnership interests ) of such Party then outstanding and norma lly entitled ( without regard to the occurrence of any contingency ) to vote in the elect ion of the directors, managers or similar supervisory positions ( ) of such Part y representing fifty percent ( 50 % ) or more of the total voting power of all outstanding c lasses of Voting Stock of such Party or ( ii ) acquires the power, directly or indirectly, to elect a majority of the members of the Party ’s board of directors or sim ilar governing body ( ) ; ( ii ) 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 member s of the Board of Directors of such Party immediately prior to such - 3 - transaction constitute less than a majority of the members of the Board of Directors of such Party or such surviving Person immediately followin g such transaction or ( ii ) the Persons that beneficially owned, directly or indirectly, th e shares of Voting Stock of such Party immediately prior to such transaction cease to bene ficially own, directly or indirectly, shares of Voting Stock of the surviving Person repr esenting at least a majority of the total votin g power of all outstanding classes of Voting Stock of the surviving Person ; ( iii ) such Party sells or transfers to any Third Pa rty, in one or more related transactions, properties or assets representing all or substantia lly all of such Party ’s consolidated total assets to which this Agreement relates ; or ( iv ) the holders of capital stock of such Party app rove a plan or proposal for the liquidation or dissolution of such Party