definiens: shall mean any transaction or series of related transactions involving : ( a ) the dispositionor acquisition of all or substantially all of the business or assets of the Company ; ( b ) the sale, issuance, grant, disposition or acquisition of ( i ) any capital stock or other equity security of the Company, ( ii ) any option, call, warrantor right ( whether or not immediately exercisable ) to acquire any capital stock or other equity security of the Company, or ( iii ) any security, instrument or obligation that is or may become convertible into or exchangeable for any capitalstock or other equity security of the Company ; or ( c ) any merger, consolidation, business combination, tender offer, share exchange, reorganization or similar transaction involving the Company ; provided, however, ( i ) the issuance ofstock by the Company upon the exercise of Options or warrants outstanding as of the date hereof or upon theconversion of any Preferred Stock will not be deemed to be an Acquisition Transaction and ( ii ) the Merger and theother transactions contemplated hereby will not be deemed an Acquisition Transaction in any case