definiens: or ( as such terms are defined below ) ( a ) is orbecomes the ( as defined below ), directly or indirectly, of shares of capital stock orother interests ( including partnership interests ) of such Party then outstanding and normally entitled(without regard to the occurrence of any contingency ) to vote in the election of the directors, managers orsimilar supervisory positions ( ) of such Party representing fifty percent ( 50 % ) or more ofthe total voting power of all outstanding classes of Voting Stock of such Party or ( b ) has the power, directly or indirectly, to elect a majority of the members of the Party ’s board of directors, or similargoverning body ( ) ; excluding in each case ( subclauses ( a ) and ( b ) ) [ * * * ] ; or1.31.2such Party enters into a merger, consolidation or similar transactionwith another Person ( whether or not such Party is the surviving entity ) and as a result of such merger, consolidation or similar transaction ( a ) the members of the Board of Directors of such Party immediatelyprior to such transaction constitute less than a majority of the members of the Board of Directors of suchParty or such surviving Person immediately following such transaction or ( b ) the Persons that beneficiallyowned, directly- 3 – or indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease tobeneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least amajority of the total voting power of all outstanding classes of Voting Stock of the surviving Person insubstantially the same proportions as their ownership of Voting Stock of such Party immediately prior tosuch transaction ; or1.31.3such Party sells or transfers to any Third Party, in one ( 1 ) or morerelated transactions, properties or assets representing all or substantially all of such Party ’s assets towhich this Agreement relates ; or1.31.4the holders of capital stock of such Party approve a plan or proposalfor the liquidation or dissolution of such Party