definiens: means, with respect to a Party : ( a ) that any Third Party acquires directly or indirectly the beneficial ownership of any voting securities of such Party, or if the percentage ownership of such Party in the voting securities of such Party is increased through stock redemption, cancellation or other recapitalization, and immediately after such acquisition or increase such Third Party is, directly or indirectly, the beneficial owner of outstanding voting securities representing more than fifty percent ( 50 % ) of the total voting power of all of the then outstanding voting securities of such Party ; ( b ) a merger ( whether by contract, by statute or by operation of law ), consolidation, recapitalization or reorganization of such Party is consummated, other than a ny such transaction in which stockholders or equity holders of such Party immediately prior to such transaction beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the voting securities of the surviving entity ( or its parent entity ) i mmediately following such transaction ; ( c ) that the stockholders or equity holders of such Party approve a plan of complete liquidation of such Party ; or ( d ) the sale or disposition to a Third Party of all or substantially all of such Party ’s assets taken as a whole . For purposes of this definition, shall have the meaning accorded in the U.S. Securities Exchange Act of 1934 and the rules of the U.S. SEC under this Agreement in effect as of the Execution Date . Notwithstanding the foreg oing, ( i ) a transaction solely to change the domicile of a Party ; ( ii ) the consummation of an initial public offering ; or ( iii ) any merger or consolidation between a Party and one or more Affiliates shall not constitute a Change of Control