definiens: means, with respect to any Person, ( a ) any merger, consolidation or other businesscombination to which such Person is a party, ( b ) any sale, dividend, split or other disposition of any capital stock orother equity interests of such Person ( except for issuances of common stock upon conversion of preferred stockoutstanding on the date hereof or the exercise of options or warrants outstanding on the date hereof or issued inaccordance with the covenants of this Agreement ), ( c ) any tender offer ( including a self tender ), exchange offer, recapitalization, restructuring, liquidation, dissolution or similar or extraordinary transaction, ( d ) any sale, dividend orother disposition of all or a material portion of the Assets of such Person ( including by way of exclusive license or jointventure formation ) or ( e ) the entering into of any agreement or understanding, the granting of any rights or options, orthe acquiescence of such Person, with respect to any of the foregoing