definiens: or ( as such terms are defined below ) ( a ) is or becomes the ( asdefined below ), directly or indirectly, of shares of capital stock or other interests ( including partnership interests ) of suchParty 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 ( ) of such Party representing fifty percent ( 50 % ) ormore of the total voting power of all outstanding classes of Voting Stock of such Party or ( b ) has the power, directly orindirectly, to elect a majority of the members of the Party ’s board of directors or similar governing body ( ) ; or1.18.2 . such Party enters into a merger, consolidation or similar transaction with another Person ( whether ornot such Party is the surviving entity ) and as a result of such merger, consolidation or similar transaction ( a ) the members ofthe Board of Directors of such Party immediately prior to such transaction constitute less than a majority of the members ofthe 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 ceaseto beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the totalvoting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as theirownership of Voting Stock of such Party immediately prior to such transaction ; or1.18.3 . 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 ; or1.18.4 . the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolutionof such Party