definiens: means any of the following:(a ) with respect to either Party, the sale or disposition of all or substantially all of such Party ’s assets to anIndustrial Party;(b ) with respect to either Party, the acquisition by an Industrial Party, or group of Industrial Parties acting inconcert, of more than fifty percent ( 50 % ) of the combined voting power of the first - mentioned Party ’s outstandingvoting securities;(c ) with respect to [COMPANY], the appointment or election of Persons to the Board of Directors of Ardelyxconstituting a majority of such Board of Directors who were not appointed, approved or recommended for election byeither ( i ) the Board of Directors of [COMPANY] as constituted immediately prior to the appointment or election of suchPersons, or ( ii ) the stockholders of [COMPANY] pursuant to [COMPANY] ’s current Amended and Restated Voting Agreement;or(d ) with respect to either Party, a merger, consolidation, share exchange or other similar transaction of suchParty and any Industrial Party which results in the holders of the outstanding voting securities of such Partyimmediately prior to such merger, consolidation, share exchange or other similar transaction ceasing to hold morethan fifty percent ( 50 % ) of the combined voting power of the surviving, purchasing or continuing entity immediatelyafter such merger, consolidation, share exchange or other similar transaction;other than, in each case of subsection ( a ), ( b ) and ( d ), where such transaction is to be entered into with the otherParty or an Affiliate of either Party . Notwithstanding the foregoing, a Change of Control shall not be deemed to occursolely on account of an initial public or secondary offering, the acquisition of securities of a Party by one or moreinstitutional investors, or Affiliates thereof, which are not Industrial Parties, that acquire a Party ’s securities in atransaction or series of related transactions ( i ) as a passive investment which does not materially affect themanagement of such Party, or ( ii ) as a sale of assets, merger or other transaction effected exclusively for the purposeof obtaining tax or other fiscal benefit or changing the corporate domicile of a Party