definiens: means any bona fide, arm ’s length transaction or series of related transactions ( excluding transactions contemplated hereby ) with a Third Party involving any merger, consolidation, s hare exchange, business combination, issuance of securit ies, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or o ther similar transaction in which ( a ) a Person or ( as defined in the Securities Exchange Act of 1934, as amended ) of Persons directly or indirectly acquires beneficial or record ownership of securities representing fift y percent ( 50 % ) or more of the outstanding shares o f any class of securities of Seller, ( b ) Seller issues securiti es representing fifty percent ( 50 % ) or more of the outstanding shares of any class of securities of Seller, or ( c ) Seller merges or consolidates directly with anothe r person and as of immediately following the consummation of such t ransaction, any person or persons other than the stockholders of Seller as of immediately prior ther eto would, directly or indirectly, own beneficially or of record securities representing fifty percent ( 50 % ) or more of the outstanding shares of any class of voting s ecurities of the surviving entity or the resulting direct or ind irect parent of such surviving entity