definiens: means, collectively, equity securities of the Corporation, whether or not currentlyauthorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any typewhatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities, otherthan securities issued ( i ) pursuant to an option plan, equity plan, employment agreement, compensation or similararrangement or otherwise to managers, officers, directors, employees or consultants of the Corporation or any of itssubsidiaries ( including any exercise or conversion of any derivative securities issued thereunder ), ( ii ) in connectionwith any capital reorganization, recapitalization, reclassification, stock split or stock dividend ( including dividends onpreferred stock whether in the form of shares of Common Stock or preferred stock ) paid on a proportionate basis to allholders of the affected class of capital stock, ( iii ) as consideration in any direct or indirect acquisition ( of stock orassets ) or business combination by the Corporation or any of its subsidiaries, whether by merger, asset purchase, stock purchase or other reorganization, ( iv ) in connection with the issuance of Common 2 Stock upon conversion of the Corporation ’s or any of its subsidiaries ’ notes, debentures or other indebtedness(whether or not existing on the date hereof ) in accordance with the terms of such notes, debentures or otherindebtedness or ( v ) to financiers in connection with transactions that are primarily debt financing transactions to whichthe Corporation and an unaffiliated third party may be a party and which are approved by the Board