definiens: means ( a ) any acquisition of the Company or any of its Subsidiaries by another Person ( other than any such acquisitionby ( i ) Parent or any of its Subsidiaries or ( ii ) the Company or any of its other Subsidiaries ), ( b ) any merger, consolidation or other business combinationwith or involving the Company or any of its Subsidiaries ( other than any such merger, consolidation or other business combination with or involving theCompany or any of its Subsidiaries and ( i ) Parent or any of its Subsidiaries or ( ii ) the Company or any of its other Subsidiaries ), ( c ) any acquisition of anymaterial asset or shares of capital stock of the Company or any of its Subsidiaries ( other than pursuant to any Benefit Plan or existing Contract or inconnection with the exercise of Company Options or Company Stock - Based Awards ) or any grant of an exclusive license of any material intellectualproperty of the Company or any of its Subsidiaries, in each case, by or to another Person ( other than ( x ) Parent or any of its Subsidiaries or ( y ) theCompany or any of its other Subsidiaries )