definiens: means a transaction pursuant to which Third Parties ( a ) that did nothave Control prior to the applicable transaction acquire ( whether by merger, consolidation ortransfer or issuance of capital stock or otherwise ) the Control of such Person, or ( b ) acquireassets constituting all or substantially all of the assets of such Person or in the case ofUniversal, assets constituting all or substantially all of either the Universal Technology orrights under the Universal Patents ; other than ( i ) the initial public offering of the common stockof a Person in a public market ; or ( ii ) any sale or transfer of the capital stock owned orcontrolled by the majority stockholder or stockholders of a Person to trusts or comparableentities for the primary benefit of such stockholders or their family members or to the estate, heirs or devisees of any such stockholder in the event of his or her death ; or ( iii ) anytransaction in which a Person reincorporates in another jurisdiction or engages in other internalreorganization or2changes in corporate structure but where there is no change in Control of such Person orchange in ownership of any assets