definiens: shall mean if any one of the follow ing occurs as of the Effective Date : 2.15.1 any or ( as such terms are d efined below ) is or becomes the ( as defined below ), directly or indirectly, of shares of capital stock or other interests ( incl uding partnership interests ) of such Party then outstandi ng and normally entitled without regard to the occu rrence of any contingency ) to vote in the election of the dir ectors, managers or similarly supervisory positions ( ) of such Party representing fifty percent ( 5 0 % ) or more of the total voting power of all outsta nding classes of Voting Stock of such Party or has the po wer, directly or indirectly, to elect a majority of the members of the Board of Directors ; or 2.15.2 such Party enters into a merger, consolidati on or similar transaction with another Person ( whether or not such Party is the surviving entity ) and as a result of such merger, consolidation or s imilar transaction ( i ) the members of the Board of Directo rs of such Party or the surviving Person immediatel y prior to such transaction constitute less than a majority of the members of the Board of Directors of such Part y immediately following such transaction, or ( ii ) the Persons that ( as defined belo w ), directly or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to ( as defined below ), directly or indirectly, shares of Voting Stock of such Party re presenting at least a majority of the total voting power of al l outstanding classes of Voting Stock of the surviv ing Person in substantially the same proportions as their ownersh ip of Voting Stock of such Party immediately prior to such transaction ; or Page 27 2.15.3 such Party sells or transfers to any Third P arty(ies ), in one or more related transactions, properties or assets representing all or substantia lly all of such Party ’s consolidated total assets ; or 2.15.4 the holders of capital stock of such Party a pprove any plan or proposal for the liquidation or dissolution of such Party ( whether or not otherwise in compliance with the terms hereof )