definiens: , with respect to a Party, shall occur when : ( i ) any or ( assuch terms are defined below in this Section 1.5 ) is or becomes the ( as defined below),directly or indirectly, of shares of capital stock or other equity interests of such Party then outstanding andnormally entitled ( without regard to the occurrence of any contingency ) to vote in the election of thedirectors, managers or similar supervisory positions ( ) of such Party representing [ * * * ] percent ( [ * * * ] % ) or more of the total voting power of all outstanding classes of Voting Stock of such Party;(ii ) such Party enters into a merger, consolidation or similar transaction with another Person ( whether or notsuch Party is the surviving entity ) and as a result of such merger, consolidation or similar transaction thePersons that beneficially owned, directly or indirectly, the shares of Voting Stock of such Party immediatelyprior to such transaction do not beneficially own, directly or indirectly, shares of Voting Stock of thesurviving Person representing at least [ * * * ] of the total voting power of all outstanding classes of VotingStock of the surviving Person ; ( iii ) such Party sells or transfers to any third party, in one or more relatedtransactions, properties or assets representing all or substantially all of such Party 's assets ; or ( iv ) the holdersof capital stock or equity of such Party approve a plan or proposal for the liquidation or dissolution of suchParty