definiens: means ( a ) the acquisition of a party by another entity by means of any transaction or series of related transactions ( including, without limitation, any reorganization, merger or consolidation ) that results in the transfer of fifty percent ( 50 % ) or more of the voting securities of such party, ( b ) a sale of all or substantially all of the assets of a party, or ( c ) the acquisition by any person or other entity ( other than a party and its Affiliates or employee benefit plans ), including any person or group as defined in Paragraphs 3(a)(9 ) and 13(d ), 14(d ) and Rule 13d-5 of the Exchange Act of more than fifty percent ( 50 % ) of the voting securities of such party ; provided, however, that no Change in Control shall occur by reason of ( i ) an initial public offering, or ( ii ) a reorganization, merger, consolidation or sale, the sole purpose of which is to change the state of a party 's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held such party 's securities immediately before such transaction