definiens: shall mean any transaction involving : ( a ) the sale, license, disposition or acquisition of all or a substantial portion of the business or assets of any Acquired Corporation ; ( b ) theissuance, disposition or acquisition of ( i ) any capital stock or other equity security of an Acquired Corporation ( other thanCompany Common Stock issued to ( 1 ) employees of the Company upon exercise of Company Options in routine transactionsin accordance with the Company ’s past practices, ( 2 ) IQ upon exercise of the IQ Options, and ( 3 ) holders of Company Warrantsupon exercise of Company Warrants ), ( ii ) any option, call, warrant or right ( whether or not immediately exercisable ) to acquireany capital stock or other equity security of an Acquired Corporation, or ( iii ) any security, instrument or obligation that is ormay become convertible into or exchangeable for any capital stock or other equity security of an Acquired Corporation ; or(c ) any merger, consolidation, share exchange, business combination, reorganization, recapitalization or similar transactioninvolving an Acquired Corporation