definiens: means the issuance and sale of ( a ) shares of Common Stock or options toemployees, officers or directors of the Buyer pursuant to any stock or option plan duly adopted for such purpose, by amajority of the non - employee members of the Buyer ’s board of directors or a majority of the members of a committeeof non - employee directors established for such purpose for services rendered to the Buyer, ( b ) securities upon theexercise or exchange of securities exercisable or exchangeable for or convertible into shares of Common Stockissued and outstanding on the date of this Agreement, and ( c ) securities issued pursuant to acquisitions or strategictransactions approved by a majority of the disinterested directors of the Buyer, provided that any such issuance shallonly be to a Person ( or to the equityholders of a Person ) which is, itself or through its subsidiaries, an operatingcompany or an owner of an asset in a business synergistic with the business of the Buyer and shall provide to theBuyer significant benefits in addition to the investment of funds