definiens: means, other than the transactions contemplated by this Agreement, one or more bonafide written proposal or offer ( when taken together ) relating to ( i ) a merger, amalgamation, consolidation, spin - off, share exchange ( including a split - off ) or business combination involving Parent or Seller or any of their respectiveAffiliates representing 50 % or more of the assets of Parent and its subsidiaries ( including the Purchased Assets),taken as a whole, or of Seller and its subsidiaries, taken as a whole, ( ii ) a sale, lease, exchange, mortgage, transfer orother disposition, in a single transaction or series of related transactions, of ( A ) the Purchased Assets, or ( B ) 50 % ormore of the assets of Parent and its subsidiaries ( including the Purchased Assets ), taken as a whole, or of Seller andits subsidiaries, taken as a whole, ( iii ) a purchase or sale of shares of capital stock or other securities, in a singletransaction or series of related transactions, representing 50 % or more of the voting power of the capital stock ofSeller, including by way of a tender offer or exchange offer, ( iv ) a recapitalization, reorganization, liquidation, foreclosure, dissolution, plan of arrangement or compromise, in each case as approved by a Bankruptcy Court or anyother court of competent jurisdiction, or resulting from an auction approved by a Bankruptcy Court or any court ofcompetent jurisdiction, involving ( X ) the Purchased Assets or ( Y ) 50 % or more of the assets of Parent and itssubsidiaries ( including the Purchased Assets ), taken as a whole, or Seller and its subsidiaries, taken as a whole, or(v ) any other transaction or series of transactions having a similar effect to those described in clauses ( i ) through ( iv )