definiens: means any transaction involving ( a ) the direct or indirect sale, license, disposition or acquisition of any material portion of the business or assets of the Company or any of its Subsidiaries, ( b ) the direct or indirect issuance, grant, disposition or acquisition of ( i ) any shares of capital stock other equity security of the Company or any of its Subsidiaries, ( ii ) any option, call, warrant or right ( whether or not immediately exercisable ) to acquire any shares of capital stock or other equity security of the Company or any of itsSubsidiaries, or ( iii ) any security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock orother equity security of the Company or any of its Subsidiaries, or ( c ) any merger, consolidation, dissolution, business combination, reorganization orsimilar transaction involving the Company or any of its Subsidiaries, in each case with respect to the foregoing clauses ( a ) through ( c ), that couldreasonably be expected to prevent or materially delay the consummation of the Merger on or before the Drop Dead Date