definiens: or ( as such terms are defined below ) ( i ) is or becomes the ( as define d below, except that a or shall be deemed to have of all shares of capita l stock or other equity interests if such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time ), di rectly or indirectly, of shares of capital stock or other int erests ( including partnership interests ) of such Pa rty then outstanding and normally entitled ( without regard t o the occurrence of any contingency ) to vote in the election of the directors, managers or similar supervisory posi tions ( ) of such Party representing fifty percent ( 50 % ) or more of the total voting power of all outstanding classes of Voting Stock of such Par ty or ( ii ) has the power, directly or indirectly, to elec t a majority of the members of the Party ’s board of directors or similar governing body ( ) ; ( ii ) such Party en ters into a merger, consolidation or similar transaction with another Person ( whether or not suc h 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 immediate ly prior to such transaction constitute less than a majority of the members of the Board of Directors of such Part y or such surviving Person immediately following such transac tion or ( ii ) the Persons that beneficially owned, d irectly or indirectly, the shares of Voting Stock of such Part y immediately prior to such transaction cease to be neficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting S tock of the surviving Person in substantially the s ame proportions as their ownership of Voting Stock of s uch Party immediately prior to such transaction ; ( iii ) such Party sell s or transfers to any Third Party, in one or more related transactions, properties or assets represen ting all or substantially all of such Party ’s conso lidated total assets to which this Agreement relates ; or 3 Confidential Portions of this Exhibit marked as [ * * * ] have been omitted pursuant to a request for conf idential treatment and have been filed separately with the S ecurities and Exchange Commission