definiens: means, with respect to either Party, the occurrence of any of the following:(a ) any or ( as such terms are defined below ) is or becomes the ( as definedbelow ), directly or indirectly, in a transaction or series of related transactions, of shares of capital stock or other interests(including partnership or LLC membership interests ) of such Party ( or any of its Controlling Affiliates ) then - outstanding andnormally entitled ( without regard to the occurrence of any contingency ) to vote in the election of the directors, managers orsimilar supervisory positions ( ) ( or its Controlling Affiliate, as applicable ) of such Party representing 50 % ormore of the total voting power of all outstanding classes of Voting Stock of such Party ( or its Controlling Affiliate, asapplicable ) ; or(b ) such Party ( or any of its Controlling Affiliates ) enters into a merger, consolidation or other form of businesscombination, share exchange, reorganization, recapitalization or other similar extraordinary transaction with another Person(whether or not such Party ( or its Controlling Affiliate, as applicable ) is the surviving entity ) and as a result of such merger, consolidation or other form of business combination, share exchange, reorganization, recapitalization or similar extraordinarytransaction ( i ) the members of the board of directors or similar governing body ( as the case may be, ) ofsuch Party ( or its Controlling Affiliate, as applicable ) immediately prior to such transaction constitute less than a majority ofthe members of the Board of Directors of such Party ( or its Controlling Affiliate, as applicable ) or, if not such Party ( or itsControlling Affiliate, as applicable ), such surviving Person immediately following such transaction or ( ii ) the Persons thatbeneficially owned, directly or indirectly, the shares of Voting Stock of such Party ( or its Controlling Affiliate, as applicable)immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock representing atleast a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person immediatelyfollowing such transaction ; or(c ) such Party ( or any of its Controlling Affiliates ) sells or transfers to any Third Party, in one or more relatedtransactions, properties or assets representing all or substantially all of the consolidated total assets of such Party and itsAffiliates