definiens: means any written offer or proposal from any Pers on ( other than Purchaser or any Affiliate thereof ) relating to any ( a ) merger, consolidation, share exchange, business combination or other similar transaction involving Seller that, if consu mmated, would result in a third party acquiring 50 % or more of the outstanding voting power of Seller or the survi ving entity of such transaction immediately followi ng such transaction, ( b ) sale, lease or other disposition b y Seller ( including by way of merger, consolidation, share exchange, business combination, joint venture, sale of shares of capital stock of Seller or otherwise ), of assets of Seller representing 50 % or more of the assets of th e Business, or from which 20 % or more of the consol idated revenues or net income of the Business are derived, ( c ) issuance of shares of capital stock of Seller representing 50 % or more of the voting power of Seller or ( d ) te nder offer or exchange offer that, if consummated, would result in any Person beneficially owning more than 50 % of the shares of capital stock of Seller then o utstanding