definiens: . Change in Control means, with respect to a Party, the occurrence of any of the following after the Effective Date : ( a)any or ( as such terms are defin ed below ) ( i ) is or becomes the ( as defined below ), directly or indirectly, of shares of capital stock or other int erests ( including partnership interests ) of such Party the n outstanding 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 p ercent ( 50 % ) or more of the total voting power of a ll outstanding classes of Voting Stock of such Party o r ( ii ) has the power, directly or indirectly, to el ect a majority of the members of the Party ’s board of directors, o r similar governing body ( ) ; ( b)such Party enters into a merger, consolidation o r similar transaction with another Person ( whether or not such Party is the surviving entity ) and as a result of such merger, consolidati on or similar transaction ( i ) 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 ( ii ) the Persons that beneficially owned, directly or indire ctly, the shares of Voting Stock of such Party immediately pr ior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party re presenting at least a majority of the total voting power of all outstanding classes of Voting Stock of the survivin g Person in substantially the same proportions as t heir ownership of Voting Stock of such Party immediately prior to such transaction ; or ( c)such Party sells or transfers to any Third Party, in one or more related transactions, properties or assets representing all or substantia lly all of such Party ’s consolidated total assets t o which this Agreement relates