definiens: shall mean, with respect to a Party : ( a ) the acquisition by any Third Party of beneficialownership of fifty percent ( 50 % ) or more of the then outstanding common shares or voting power of such Party, other than(i ) acquisitions by employee benefit plans sponsored or maintained by such Party, ( ii ) the initial public offering of a Party, or(iii ) the acquisition by an institutional investor ( or group of institutional investors ), such as a venture capital fund, privateequity fund or hedge fund, of shares of a Party for investment purposes in a transaction approved by such Party ’s Board ofDirectors ; ( b ) the consummation of a business combination involving such Party ( but not the other Party or any of itsAffiliates ), unless, following such business combination, the stockholders of such Party immediately prior to such businesscombination beneficially own directly or indirectly more than fifty percent ( 50 % ) of the then outstanding common shares orvoting power of the entity resulting from such business 2 combination