definiens: means any proposal or offer relating to a possible : ( i ) merger, consolidation, recapitalization, or similar transaction involving the Company, ( ii ) sale, lease, orother disposition, directly or indirectly ( whether in a single transaction or a series of relatedtransactions ), by merger, consolidation, share exchange, or otherwise, of a material portion of theassets of the Company ( other than sales of inventory as permitted by this Agreement ), ( iii ) otherthan as contemplated by33this Agreement, the issuance, sale, or other disposition ( including by way of merger, consolidation, securities exchange, or any similar transaction ) of securities of the Company ( oroptions, rights, or warrants to purchase such securities or securities convertible into suchsecurities ), ( iv ) liquidation, dissolution, or other similar type of transaction with respect to theCompany, or ( v ) transaction that is similar in form, substance, or purpose to any of the foregoingtransactions, in each case, other than the transactions contemplated by this Agreement