definiens: means any inquiry, proposal or offer from any Person other than Buyer or itsRepresentatives related to any ( i ) direct or indirect acquisition or sale of assets of the Company other than acquisitions orsales of any assets or group of assets in one or more related transactions with a value of less than $ 100,000 in the OrdinaryCourse of Business, ( ii ) issuance or sale of any debt or equity securities of the Company, other than the issuance of shares ofCommon Stock upon the exercise of options outstanding as of the date of this Agreement, ( iii ) transfer of any outstandingshares of capital stock of the Company ( nor will the Company take any action to encourage, facilitate or effect any suchtransfer ), or ( iv ) merger, consolidation, business combination, recapitalization or similar transaction involving the Companythat would have the effects described in clauses ( i ), ( ii ), ( iii ) or ( iv )