definiens: means one or more agreements or understandings to sell, transfer, or otherwisedispose of any material portion of the Acquired Assets, either alone or together with any other portion of the Business, in atransaction or series of transactions, including any Alternative Bid, with one or more Persons, other than Buyer, any sale ofstock, equity, or voting interests in any of Seller or any Acquired Subsidiary, and any merger, amalgamation, reorganization, restructuring, plan of reorganization, liquidation or reﬁnancing, or any other similar corporate transaction directly or indirectlyinvolving Seller or any Acquired Subsidiaries or a material portion of the Acquired Assets or Assumed Liabilities . means that certain assignment and assumption agreement(s ) to be executedand delivered by Seller and Buyer at Closing, in form and substance reasonably agreeable to Seller and Buyer