definiens: or ( as such terms are defined below ) ( i ) is or becomes the ( as defined below ), directly or indirectly, of the then - outstanding shares of common stock of the ultimate parent entity of such Party representing 50 % or more of the total then - outstanding common stock ( or foreign equivalent thereof ) ( the ), ( ii ) is or becomes the, dire ctly or indirectly, of shares of securities, capital stock or other interests ( including partnership interests ) of the ultimate parent entity of such Party then - ou tstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote in th e election of the directors, managers or similar supervisory positions ( ) of the ultimate parent entity of such Party representing 50 % or more of the total voting power of all Outstanding Voting Stock of the ultimate parent entity of such Party or ( iii ) has o r acquires the power, directly or indirectly, to elect a majority of the members of such Party ’s ult imate parent entity ’s board of directors ( or similar governing body ) ; or 1.18.2such ultimate parent entity of such Party ent ers into a merger, consolidation or similar transaction with a Person ( whether or not s uch ultimate parent entity of such Party is the surviving entity ) ( a ), in each case, unless, following such Business Combination, ( i ) the individuals and entities who w ere the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, 50 % or more of, respectively, ( a ) the then - outstanding shares of common stock ( or for eign equivalent thereof ) and 3 ( b ) the combined voting power of the then - outstandi ng voting securities entitled to vote generally in the election of directors, of the corporation or other entity resulting from such Business Combination ( and the ultimate parent entity thereof ) and ( ii ) 50 % or more of the members of the board of directors ( or similar governing body ) of t he corporation or other entity resulting from such Business Combination ( and ultimate parent enti ty thereof ) were members of the board of directors ( or similar governing body ) of such ultim ate parent entity of such Party at the time of the execution of the initial agreement, or of the a ction of the board of directors ( or similar governing body ) of such ultimate parent entity, pro viding for such Business Combination ; or 1.18.3such Party ( and its Affiliates ) sells or tran sfers to any Third Party, directly or indirectly, in one or more related transactions, th e properties and assets representing all or substantially all of such Party ’s total assets ( tog ether with all or substantially all of the properti es and assets of its Affiliates )