definiens: shall mean any proposal relating to apossible ( A ) merger, consolidation or similar transaction involving the Company or any Subsidiary, ( B ) sale, lease or other disposition, directly or indirectly, by merger, consolidation, share exchange or otherwise, of any material assets of the Company or any Subsidiary outside the ordinary course of business, ( C ) issuance, sale or otherdisposition of ( including by way of merger, consolidation, share exchange or any similar transaction ) Equity Securities of the Company or any Subsidiary ( except pursuant to theexercise of outstanding Stock Options or Warrants or the conversion of outstanding Preferred Stock into Common Stock ), ( D ) liquidation, dissolution, or other similar type oftransaction with respect to the Company or any Subsidiary, or ( E ) transaction which is similar in form, substance or purpose to any of the foregoing transactions ; provided, however, that the term shall not include the Merger or the transactions contemplated hereby . The Company will immediately ( a ) cease any and all existingactivities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and ( b ) notify Parent in writing in the event that any of theforegoing receives any requests for information or proposals relating to any Acquisition Proposal ( including the material terms of any such proposal )