definiens: means any transaction or series of related transactions ( other than pursuant to this Agreement ), whether effectuated pursuant to a merger, consolidation, tender offer, exchange offer, share exchange, amalgamation, stock acquisition, asset ac quisition, business combination, restructuring, recapitalization, liquidation, dissolution, joint v enture or similar transaction, whether or not propo sed by the Seller, pursuant to which the Seller : ( i ) accepts a Qualified Bid, other than that of the Purchaser or its Affiliates, as the highest or otherwise best offer ; or ( ii ) sel ls, transfers, leases or otherwise disposes of, dir ectly or indirectly, including through an acquisition, asset sale, stock sale, purchase, merger, reorganization, recapitali zation or other similar transaction with or involving any equity se curities in the Seller or other interests in the Pu rchased Assets, including a stand - alone plan of reorganization, pla n of liquidation, or refinancing, all or substantia lly all of the Purchased Assets ( or agrees to any of the foregoing ) in a transaction or series of transactions to a p arty or parties other than the Purchaser or its Affiliates