definiens: means, with res pect to a Person, any of the following : ( a ) the sal e or disposition of all or substantially all of the asse ts of such Person to a Third Party, ( b ) the acquisi tion by a Third Party, other than an employee benefit plan ( o r related trust ) sponsored or maintained by such Pe rson or any of its Affiliates, of more than 50 % of such Person ’s outstanding shares of voting capital stock ( e.g., capital stock entitled to vote generally for the el ection of directors ), ( c ) the appointment or electi on to the board of directors of such Person of members consti tuting a majority of such board who were not appointed, approved or recommended for election by the board of directors as constituted immediately prior to the appointment or election of such majori ty, or ( d ) the merger or consolidation of such Pers on with or into another corporation, other than, in th e case of ( b ) or ( d ) above, an acquisition or a mer ger or consolidation of a Person in which holders of share s of such Person ’s voting capital stock immediately prior to the acquisition, merger or consolidation h ave at least 50 % of the ownership of voting capital stock of the acquiring Third Party or the surviving corpo ration in such merger or consolidation, as the case may be, immediately after the merger or consolidation . Notwithstanding the foregoing, a Change of Control will not be deemed to occur on account of a sale of assets, merger or other transaction effected exclu sively for the purpose of changing the corporate domicile or legal form of such Person