definiens: or ( as such terms are defined below ) ( i ) 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 the directors, managers or similar supervisory positions ( ) ofsuch Party representing fifty percent ( 50 % ) or more of the total voting power of all outstanding classes of VotingStock of such Party or ( ii ) has the power, directly or indirectly, to elect a majority of the members of the Party’sboard of directors, or similar governing body ( ) ; or1.33.2 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 immediately prior to such transactionconstitute less than a majority of the members of the Board of Directors of such Party or such surviving Personimmediately following such transaction or ( ii ) the Persons that beneficially owned, directly or indirectly, the sharesof Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly orindirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of alloutstanding 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 ; or1.33.3 such Party sells or transfers to any Third Party, in one or more related transactions, properties or assets representing all or substantially all of such Party ’s total assets to which this Agreementrelates ; or1.33.4 the holders of capital stock of such Party approve a plan or proposal for theliquidation or dissolution of such Party