definiens: or ( as such terms are defined below ) ( a ) 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 occ urrence of any contingency ) to vote in the election of the dir ectors, managers or similar supervisory positions ( ) of such Party representing fifty percent ( 50 % ) o r more of the total voting power of all outstanding classes of Voting Stock of such Party or ( b ) has th e power, directly or indirectly, to elect a majorit y of the members of the Party ’s board of directors, or simil ar governing body ( ), excluding in each case ( clauses ( a ) and ( b ) ) [ * * * ] ; or 1.31.2 such Party enters into a merger, consolidation 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 ( a ) the members of the Board of Directo rs of such Party immediately prior to such transact ion constitute less than a majority of the members of t he Board of Directors of such Party or such survivi ng Person immediately following such transaction or ( b ) the P ersons that beneficially owned, directly or indirec tly, the shares of Voting Stock of such Party immediately pr ior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party re presenting at least a majority of the total voting power of all outstanding classes of Voting Stock of the survivin g Person in substantially the same proportions as t heir ownership of Voting Stock of such Party immediately prior to such transaction ; or - 4 - [ ] = Certain confidential information contained i n this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended