definiens: means any of the following : ( i ) the sale or disposition of all or substantially all of theassets of a Party to a Third Party, ( ii ) the acquisition by a Third Party, other than an employee benefit plan ( or relatedtrust ) sponsored or maintained by a Party or any of its Affiliates, of more than 50 % of such Party ’s outstanding sharesof voting capital stock ( e.g., capital stock entitled to vote generally for the election of directors ), ( iii ) theappointment or election to the board of directors of a Party of members constituting a majority of such board whowere not appointed, approved or recommended for election by the board of directors as constituted immediately priorto the appointment or election of such majority, or ( iv ) the merger or consolidation of a Party with or into anothercorporation, other than, in the case of ( ii ) or ( iv ) of this Section 1.25, an acquisition or a merger or consolidation of aParty in which holders of shares of such Party ’s voting capital stock immediately prior to the acquisition, merger orconsolidation have at least 50 % of the ownership of voting capital stock of the acquiring Third Party or thesurviving corporation in such merger or consolidation, as the case may be, immediately after the merger orconsolidation . Notwithstanding the foregoing, a Change of Control will not be deemed to occur on account of aninitial public offering, the acquisition of securities of a Party by an institutional investor, or Affiliate thereof, thatacquires a Party ’s securities in a transaction or series of related transactions as a passive investment which does notaffect the management of such Party, or a sale of assets, merger or other transaction effected exclusively for thepurpose of changing the corporate domicile of a Party