definiens: means, with respect to a Person, any of the following : ( i ) the sale or disposition of allor substantially all of the assets of such Person to a Third Party, ( ii ) the acquisition by a Third Party, other than anemployee benefit plan ( or related trust ) sponsored or maintained by such Person or any of its Affiliates, of more than50 % of such Person ’s outstanding shares of voting capital stock ( e.g., capital stock entitled to vote generally for theelection of directors ), ( iii ) the appointment or election to the board of directors of such Person of membersconstituting a majority of such board who were not appointed, approved or recommended for election by the boardof directors as constituted immediately prior to the appointment or election of such majority, or ( iv ) the merger orconsolidation of such Person with or into another corporation, other than, in the case of ( ii ) or ( iv ) above, anacquisition or a merger or consolidation of a Person in which holders of shares of such Person ’s voting capital stockimmediately prior to the acquisition, merger or consolidation have at least 50 % of the ownership of voting capitalstock of the acquiring Third Party or the surviving corporation 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 bedeemed to occur on account of a sale of assets, merger or other transaction effected exclusively for the purpose ofchanging the corporate domicile or legal form of such Person