definiens: shall, with respect to either Party, be deemed to occur when:(i ) any or ( as such terms as defined below in this Section 1.10 ) is or becomes the ( as defined below in this Section 1.10 ), directly or indirectly, of shares of capital stock or other interests of suchParty then outstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote in theelection of the directors, managers, or similar supervisory positions of such Party representing more than fifty percent(50 % ) of the total voting power of all outstanding classes of voting stock or equity of such Party,(ii ) such Party consummates a merger, consolidation or similar transaction with another Person ( whether or not suchParty is the surviving entity ) and as a result of such merger, consolidation or similar transaction the Persons thatbeneficially owned, directly or indirectly, the shares of voting stock or equity of such Party immediately prior to suchtransaction do not beneficially own, directly or indirectly, shares of voting stock 3or equity of the surviving Person representing at least a majority of the total voting power of all outstanding classes ofvoting stock or equity of the surviving Person,(iii ) such Party sells or transfers to any Third Party, in one or more related transactions, properties or assetsrepresenting all or substantially all of such Party ’s assets, or(iv ) the holders of capital stock or equity of such Party approve a plan or proposal for the liquidation or dissolutionof such Party