definiens: or means the sale, assignment, transfer, creation of any liens or encumbrances or other forms of disposition of Equit y Rights in the Company ( including, wit hout limitation, any Equity Rights in the Company i ssued pursuant to any employee stock option plan ) ; provided, however, that the ter m or will not include any liens or encumbrances made by Party B t o any financial institution as sec urity for its debts or obligations, and further pro vided, that:(i ) with respect to any Disposition of Party A Equity Rights, it will not i nclude any sale, assignment, transfer, creation of any liens or encumbrances or other form s of disposition to any comp etitor of the Company and/or Party B, unless approved in adva nce by Party B ; and ( ii ) with respect to any Disposition of Party B Equity Rights, it wil l not include any sale, assignment, transfer, creation of any liens or encumbrances or other forms of disp osition to any competitor of the Company and/or Party A, unless ap proved in advance by Party A