definiens: means any of the following : ( i ) the sale or disposition of all or substantially all of the assets of a Party to a Thi rd Party, ( ii ) the acquisition by a Third Party, ot her than an employee benefit plan ( or related trust ) sponsor ed or maintained by a Party or any of its Affiliate s, of more than 50 % of such Party ’s outstanding shares of voting capital stock ( e.g., capital stock entitled to vote generally for the election of directors ), ( iii ) the appointment or election to the board of direc tors of a Party of members constituting a majority of such board who were not appointed, approved or recommended for election by the board of directors as constituted immediately prior to the appointment or election of such majority, or ( iv ) the merger or consolidation of a Party with or into another corporation, other than, in the case of ( ii ) or ( iv ) of this Section 1.25, an acquisition or a merger or consolidation of a Party in which holders of shares of such Party ’s voting capital stock immediately prior to the acquisition, merger or consolidation h ave at least 50 % of the ownership of voting capital stock of the acquiring Third Party or the surviving corporation in such merger or consolidation, as th e case may be, immediately after the merger or consol idation . Notwithstanding the foregoing, a Change of Control will not be deemed to occur on account o f an initial public offering, the acquisition of securities of a Party by an institutional investor, or Affiliate thereof, that acquires a Party ’s secu rities in a transaction or series of related transactions as a passive investment which does not affect the management of such Party, or a sale of assets, merg er or other transaction effected exclusively for th e purpose of changing the corporate domicile of a Par ty