definiens: means any offer or proposal ( other than the Merger contemplated by the Merger Agreement ) relating to any of the following : ( a ) th e sale, license or other disposition of all or a ma terial portion of the Business or assets of the Company, ( b ) other than in accordance with Section 5.12, the issuance, disposition or acquisition of ( i ) any Capital Stock ( other than in connection with the exercise of any Equity Incentive Options ), ( ii ) any subscription, option, call, warrant, preemptive right, right of first ref usal or any other right ( whether or not exercisable ) to acquire any C apital Stock ( other than the grant of Equity Incentive Options in the ordinary course of busines s consistent with past practices ), or ( iii ) any sec urity, instrument or obligation that is or may become conv ertible into or exchangeable for any Capital Stock or ( c ) any merger, consolidation, business combination, reorga nization, liquidation, recapitalization, share exch ange or similar transaction involving the Company