definiens: or ( as such terms are defined below ) ( a ) becomes the ( as defined below),directly or indirectly, of shares of capital stock or other interests ( including partnership interests ) of such Party then outstanding and normallyentitled ( without regard to the occurrence of any contingency ) to vote in the election of the directors, managers or similar supervisorypositions ( ) of such Party representing more than fifty percent ( 50 % ) of the total voting power of all outstanding classes ofVoting Stock of such Party or ( b ) has the power, directly or indirectly, to appoint a majority of the Party ’s managing directors or to elect amajority of the members of the Party ’s board of directors, supervisory board or similar governing body ( ) ; or(b ) such Party enters into a merger, consolidation or similar transaction with another Person ( whether or not suchParty is the surviving entity ) and as a result of such merger, consolidation or similar transaction ( a ) the managing directors or the membersof the Board of Directors of such Party immediately prior to such transaction constitute less than a majority of the managing directors or themembers of the Board of Directors of such Party or such surviving Person immediately following such transaction or ( b ) the Persons thatbeneficially owned, directly or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficiallyown, directly or indirectly, shares of Voting Stock of such Party representing a majority of the total voting power of all outstanding classes ofVoting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediatelyprior to such transaction ; or - 5 -Confidential Execution Copy ( c ) such Party sells or transfers to any Third Party, in one or more related transactions, properties or assetsrepresenting all or substantially all of such Party ’s consolidated total assets to which this Agreement relates ; or(d ) the managing directors, Board of Directors or the holders of capital stock of such Party approve a plan orproposal for the liquidation or dissolution of such Party