definiens: means any proposal or offer from any Person ( other than AMI andits Affiliates in connection with the transactions contemplated hereby ) or any agreement or offer relating to any(i ) reorganization, liquidation, dissolution, share exchange, 9 business combination or recapitalization of Ibis, ( ii ) merger or consolidation involving Ibis, ( iii ) purchase or sale of anyassets or Capital Stock of Ibis ( other than the purchase and sale of inventory and capital equipment in the ordinarycourse of business ), ( iv ) distribution of Ibis ’ existing or future products, ( v ) licensing of any Business IP from Ibis or(vi ) any other transaction or business combination involving Ibis or its business or assets which would reasonably beexpected to interfere with, impede or materially delay the transactions contemplated by the Transaction Documents ordilute the benefits thereof to AMI and its Affiliates