definiens: means, with respect to a Party : ( a ) any sale or disposition ( in one transaction or a series of related transactions ) of all or substantially all of the assets of such Party ; ( b ) the a cquisition by any Third Party of beneficial ownership of fifty percent ( 50 % ) or more of the then outstanding common shares or voting power of such Party, other than acquisitions by employee benefit plans sponsored or maintained by such Party ; or ( c ) the consummation of a business combination involving such Party, unless, following such business combination, the stockholders of such Party immediately prior to such business combination beneficially own directly or indirectly more than fifty percent ( 50 % ) o f the then outstanding common shares or voting power of the entity resulting from such business combination ; excluding in each case ( i ) a transaction solely to change the domicile of the Party ; ( ii ) the issuance of equity for financing purposes to a Third Party ; or ( iii ) upon consummation of a public offering of shares of a Party ’s capital stock