definiens: means any of the following : ( a ) the sale or disposition of all or substantially all of the assets of a Party to a Third Party, ( b ) the acquisition by a Third Party, other than an employee benefit plan ( or related trust ) sponsored or maintained by a Party or any of its Affiliates, of more than fifty percent ( 50 % ) of such Party 's outstanding shares of voting capital stock, ( c ) the appointment or election to the Board of Directors 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 ( d ) the merger or consolidation of a Party with or into another corporation, other than, in the case of ( b ) or ( c ) of this Section, 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 have at least a majority of the ownership of voting capital stock of the acquiring Third Party or the surviving corporation in such merger or consolidation, as the case may be, immediately after the merger or consolidation . Notwithstanding the foregoing, a Change of Control shall not be deemed to occur on account of an initial public offering, the acquisition of securities of a Party by an institutional investor, or Affiliate thereof, that acquires a Party 's securities 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, merger or other transaction effected exclusively for the purpose of changing the corporate domicile of a Party