definiens: means, with respect to a Party : ( a ) the acquisition by any Person ( the ) of ownership of fifty percent ( 50 % ) or more of either ( i ) the then outstanding shares of c ommon stock of such Party ( the ) or ( ii ) the combined voting power of the then ou tstanding voting securities entitled to vote genera lly in the election of directors ( the ) ; provided, however, that for the purposes of this sub - Section ( a ), the following acquisitions of secu rities of such Party shall not constitute a Change of Control Transaction of such Party : ( A ) any acquisition of s uch rights by such Party, ( B ) any acquisition by an y employee benefit plan ( or related trust ) sponsored or mainta ined by such Party or any corporation controlled by such Party, or ( C ) any acquisition by any corporation pursuant to a transaction that complies with clauses ( i ) and ( ii ) of sub - Section ( b ) of this definition, ( D ) a sale of capit al stock to underwriters in an underwritten public offering of a Party ’s capital stock solely for the purpose of fin ancing, ( E ) the acquisition of securities of the Sp ecified Person by any Person or group of Persons that acquires the Specified Person ’s securities in a transaction or series of related transactions the primary purpose of which i s to obtain financing for the Specified Person thro ugh the issuance of equity securities, or ( F ) a transaction solely to change the domicile of a Party