definiens: means, with respect to a Party, the occurrence of any ofthe following after the Execution Date:(a)Any or ( as such terms are defined below ) ( i ) is orbecomes the ( as defined below ), directly or indirectly, of shares of capital stockof such Party then outstanding and normally entitled ( without regard to the occurrence of anycontingency ) to vote in the election of the members of the board of directors of such Party ( and such shares of capital stock, the ) representing a majority of thetotal voting power of all outstanding classes of Voting Stock of such Party or ( ii ) has the power, directly or indirectly, to elect a majority of the members of such Party ’s Board of Directors ; or(b)Such Party enters into a merger, consolidation or similar transaction withanother Person and as a result of such merger, consolidation or similar transaction ( i ) themembers of a Board of Directors of such Party immediately prior to such transaction, immediatelyfollowing such transaction, ( a ) constitute less than a majority of the members of a Board ofDirectors of such Party or such surviving Person or such parent of such Party or the survivingPerson or ( b ) do not represent a majority of the voting power within the Board of [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED