definiens: means, with respect to a Party any of the following : ( i ) the sa le or disposition of all or substantially all of th e assets of such Party or its direct or indirect parent to a Third P arty ; or ( ii ) ( x ) the acquisition by a Third Party which constitutes one ( 1 ) person, as such term is used in Section 13 ( d ) and 14(d ) of the Securities Exchange Act of 1934, as amended ( the ), together with any of such person ’s or, as such terms are defined in the Exchange Act, other than an employee benefit plan ( or related trust ) sponsored or maint ained by such Party or any of its Affiliates, of more than f ifty percent ( 50 % ) of the outstanding shares of vot ing capital stock of such Party or its direct or indirect paren t corporation ; or ( y ) the acquisition, merger or co nsolidation of such Party or its direct or indirect parent with or into another entity, other than, in the case of th is clause ( y ), an acquisition or a merger or consolidation of such Pa rty or its direct or indirect parent in which the h olders of shares of voting capital stock of such Party or its direct or indirect parent, as the case may be, imm ediately prior to such acquisition, merger or consolidation will b eneficially own, directly or indirectly, at least f ifty percent ( 50 % ) of the shares of voting capital stock of the acquiring Third Party or the surviving corporation in such acquisition, merger or consolidation, as the case m ay be, immediately after such acquisition, merger o r consolidation . Notwithstanding the foregoing, a sal e of stock to underwriters of a public offering of a Party ’s capital stock or to other Third Parties solely for the purpose of financing, or a transaction solely t o change the domicile of a Party, shall not constitute a Change of Control