definiens: means, with respect to any Person, ( a ) any merger, consolidation, share exchange reorganizationor other business combination transaction to which such Person or any of its Subsidiaries is a party, ( b ) any sale, dividend, split or other disposition of any capital stock or other Equity Interests of such Person or any of its Subsidiaries ( except forissuances of common stock upon conversion of preferred stock outstanding on the date hereof or the exercise of any optionsor warrants outstanding on the date hereof or issued in accordance with the covenants of this Agreement ), ( c ) any tender offer(including a self tender ), exchange offer, recapitalization, restructuring, liquidation, dissolution or similar or extraordinarytransaction involving such Person or any of its Subsidiaries, ( d ) any sale, dividend or other disposition of all or a material orsignificant portion of the Assets and Properties of such Person or any of its Subsidiaries ( including by way of exclusivelicense or joint venture formation ) or ( e ) the entering into of any agreement or understanding, the granting of any rights oroptions, or the acquiescence of such Person or any of its Subsidiaries, with respect to any of the foregoing