definiens: or ( as such terms are defined below ) is or becomes the ( as defined below ), directly or indirectly, of shares of capital stock or other interests ( includingpartnership interests ) of such Party then outstanding and normally entitled ( without regard to the occurrence of anycontingency ) to vote in the election of 10 the directors, managers or similarly supervisory positions ( ) of such Party representing fifty percent(50 % ) or more of the total voting power of all outstanding classes of Voting Stock of such Party or has the power, directly or indirectly, to elect a majority of the members of the Board of Directors ; or ( b ) such Party enters into a merger, consolidation or similar transaction with anotherPerson ( whether or not such Party is the surviving entity ) and as a result of such merger, consolidation or similartransaction ( i ) the members of the Board of Directors of such Party or the surviving Person immediately prior to suchtransaction constitute less than a majority of the members of the Board of Directors of such Party immediatelyfollowing such transaction, or ( ii ) the Persons that ( as defined below ), directly or indirectly, theshares of Voting Stock of such Party immediately prior to such transaction cease to ( as definedbelow ), directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total votingpower 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 ; or ( c ) such Party sells or transfers to any Third Party(ies ), in one or more relatedtransactions, properties or assets representing all or substantially all of such Party ’s consolidated total assets ; or ( d ) the holders of capital stock of such Party approve any plan or proposal for theliquidation or dissolution of such Party ( whether or not otherwise in compliance with the terms hereof )