definiens: . Change of Control means any of the following events ( a ) the acquisition by any personor group or entity ( other than any venture capital or other institutional investor ) of ( as hereinafterdefined ) directly or indirectly, of more than fifty percent ( 50 % ) of the shares of [COMPANY] ’ capital stock or other votingsecurities, the holders of which have general voting power under ordinary circumstances to elect at least a majority ofMacroGenics ’ board of directors or equivalent body ( the ) ; ( b ) the approval by the shareholders ofMacroGenics of a merger, share exchange, reorganization, consolidation or other similar transaction of [COMPANY] and theconsummation of such transaction ( a ), other than a Transaction which would result in the beneficial owners ofVoting Stock of [COMPANY] immediately prior thereto continuing to beneficially own ( either by such voting Stockremaining outstanding or being converted into voting securities of the surviving or resulting entity ) more than fifty percent(50 % ) of the Voting Stock of [COMPANY] or such surviving or resulting entity immediately after such Transaction ; or ( c ) theapproval by the shareholders of [COMPANY] of a complete liquidation or dissolution of [COMPANY] or a sale or dispositionof all or substantially all of the assets of [COMPANY] and the consummation of such Transaction . For the purpose of thisdefinition, shall mean ownership of a security by any person or group or entity who, directly orindirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares : ( i ) voting power whichincludes the power to vote, or to direct the voting of, such security ; and/or ( ii ) investment power which includes the power todispose or to direct the disposition of such security . Change of Control shall not include any public offering of the shares ofMacroGenics