definiens: shall mean any of the follo wing : ( a ) any merger, consolidation, share exchange, business combination, reorganization, recapitalizat ion or similar transaction involving the Company ; ( b ) any sale, lease, license, exchange, transfer or other d isposition of a material portion of the Assets of, or an equity, voting, beneficial or other interest in, the Compan y ; ( c ) any tender offer or exchange offer for all o r any portion of the outstanding securities of the Company ; ( d ) a ny sale, issuance, grant or disposition of any opti on, call, warrant or right ( whether or not immediately exerci sable ) to acquire, or any security, instrument or o bligation that is or may become convertible into or exchangea ble for, five percent or more of the outstanding vo ting or equity securities of the Company ; ( e ) any partnersh ip, alliance or joint venture involving the Company or any of its products ; ( f ) any borrowing or debt financing i nvolving the Company ; or ( g ) any solicitation in op position to adoption by the Stockholders of this Agreement or t he approval by the Stockholders of the Merger