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 ( asdefined below ), directly or indirectly, in a transaction or series of related transactions, of shares of capital stock orother interests ( including partnership or LLC membership interests ) of such Party ( or any of its Controlling Affiliates)then - outstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote in the election ofthe directors, managers or similar supervisory positions ( ) ( or its Controlling Affiliate, as applicable ) ofsuch Party representing 50 % or more of the total voting power of all outstanding classes of Voting Stock of suchParty ( or its Controlling Affiliate, as applicable ) ; or(b ) such Party ( or any of its Controlling Affiliates ) enters into a merger, consolidation or other form ofbusiness combination, share exchange, reorganization, recapitalization or other similar extraordinary transaction withanother Person ( whether or not such Party ( or its Controlling Affiliate, as applicable ) is the surviving entity ) and as aresult of such merger, consolidation or other form of business combination, share exchange, reorganization, recapitalization or similar extraordinary transaction ( i ) the members of the board of directors or similar governing body(as the case may be, ) of such Party ( or its Controlling Affiliate, as applicable ) immediately priorto such transaction constitute less than a majority of the members of the Board of Directors of such Party ( or itsControlling Affiliate, as applicable ) or, if not such Party ( or its Controlling Affiliate, as applicable ), such survivingPerson immediately following such transaction or ( ii ) the Persons that beneficially owned, directly or indirectly, theshares of Voting Stock of such Party ( or its Controlling Affiliate, as applicable ) immediately prior to such transactioncease to beneficially own, directly or indirectly, shares of Voting Stock representing at least a majority of the totalvoting power of all outstanding classes of Voting Stock of the surviving Person immediately following suchtransaction ; or 5Confidential ( 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 Partyand its Affiliates