definiens: means the issuance of ( a ) Common Stock or options to employees, officers or directo rs of the Company pursuant to any share or option plan duly adopted for such purpose, by a majority of the non -employee members of the Board of Directors or a majority of the members of a committee of non -employee directors established for such purpose for services rendered to the Company, ( b ) securities issued hereunder and/or securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or -2- conversion pric e of such securities ( other than in connection with share splits or combinations ) or to extend the term of such securities, and ( c ) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors o f the Company, provided that such securities are issued as ( as defined in Rule 144 ) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a Person ( or to the equityholders of a Person ) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities