definiens: means, with respect to a Party, that any of the following occurswith respect to such Party after the Effective Date:(a ) any or ( as such terms are defined below ) ( i ) is orbecomes the ( as defined below, except that a or shall bedeemed to have of all shares of capital stock or other equity interestsif such person or group has the right to acquire, whether such right is exercisableimmediately or only after the passage of time ), directly or indirectly, of shares of capital stockor other interests ( including partnership interests ) of such Party then outstanding andnormally entitled ( without regard to the occurrence of any contingency ) to vote in the electionof the directors, managers or similar supervisory positions ( ) of such Partyrepresenting more than fifty percent ( 50 % ) of the total voting power of all outstanding classesof Voting Stock of such Party or ( ii ) has the power, directly or indirectly, to elect a majority ofthe members of such Party ’s board of directors or similar governing body;(b ) such Party enters into a merger, consolidation or similar transaction withanother Person ( whether or not such Party is the surviving entity ) and as a result of suchmerger, consolidation or similar transaction the Persons that beneficially owned, directly orindirectly, the shares of Voting Stock of such Party immediately prior to such transactioncease to beneficially own, directly or indirectly, shares of Voting Stock of such Partyrepresenting at least a majority of the total voting power of all outstanding classes of VotingStock of the surviving Person in substantially the same proportions as their ownership ofVoting Stock of such Party immediately prior to such transaction ; or3 [ * ] = 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