definiens: means any transaction involving ( 1 ) the sale, license, disposition or acquisition of all or a substantial portion of the business or assets of the Company ; ( 2)the issuance, disposition or acquisition ( other than as expressly contemplated under the terms of this Agreement ) of ( A ) any shares or other equitysecurity of the Company ( other than shares in the capital of the Company issued to employees of the Company or any of its Subsidiaries upon exercise ofCompany Options in routine transactions in accordance with the Company ’s past practices or in connection with the actions identiﬁed in Section 5.2 ofthe Disclosure Schedule ), ( B ) any option or other right ( whether or not immediately exercisable ) to acquire any shares or other equity security of theCompany ( except for the actions identiﬁed in Section 5.2 of the Disclosure Schedule ), or ( C ) any security, instrument or obligation that is or may becomeconvertible into or exchangeable for any equity security of the Company ( except for the actions identiﬁed in Section 5.2 of the Disclosure Schedule ) ; or(3 ) any merger, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization or similar transaction involving theCompany