definiens: or ( as such terms are defined below ) ( i ) is or becomes the ( as defined 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 such share s of capital stock or other equity interests, whether such right is exercisable immediately or on ly after the passage of time ), directly or indirectly, of shares of capital stock or other int erests ( including partnership interests ) of such Party ( or, solely with respect to Nabriva and if ap plicable, a parent of such Party ) 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 positions ( Voting Stock ) of such Party ( or, solely with respect to Nabriva a nd if applicable, such parent ) representing fifty percent ( 50 % ) or more of the total voting pow er of all outstanding classes of Voting Stock of such Party ( or, solely with respect to Nabriva a nd if applicable, such parent ) or ( ii ) has the power, directly or indirectly, to elect a majority of the members of the Party ’s ( or, solely with respect to Nabriva and if applicable, such parent ’s ) board of directors or similar governing body ( Board of Directors ) ; ( b ) such Party ( or, solely with respect to Nabriva and if applicable, a parent of such Party ) enters into a merger, consolidation or similar transaction with a Third Party ( whether or not such Party ( or, solely with respect to Nabriva and if ap plicable, such parent ) is the surviving entity ) and as a result of such merger, consolidation or si milar transaction ( i ) the members of the Board of Directors of such Party ( or, solely with r espect to Nabriva and if applicable, such parent ) immediately prior to such transaction const itute less than a majority of the members of the Board of Directors of such Party ( or, solely wi th respect to Nabriva and if applicable, such parent ) or such surviving Person immediately follow ing such transaction or ( ii ) the Persons that beneficially owned, directly or indirectly, th e shares of Voting Stock of such Party ( or, solely with respect to Nabriva and if applicable, s uch parent ) immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party ( or, solely with respect to Nabriva and if ap plicable, such parent ) representing at 3 least a majority of the total voting power of all o utstanding classes of Voting Stock of the surviving Person in substantially the same proporti ons as their ownership of Voting Stock of such Party ( or, solely with respect to Nabriva and if applicable, such parent ) immediately prior to such transaction ; ( c ) 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 to which this Agreement relates ; or ( d ) the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party