definiens: means any transaction or series of transactions involving : ( a ) the sale, lic ense, disposition or acquisition of all or a material por tion of the business or assets of the Company ( othe r than sales or non - exclusive licenses in the ordinary course of bu siness ), ( b ) the sale, issuance, grant, disposition or acquisition of ( i ) any Company Capital Stock ( other than issuan ces of Company Capital Stock from the exercise of Company Options or conversion of the Company Conver tible Notes outstanding as of the Agreement Date ), ( ii ) any option, call, warrant or right ( whether or not immediately exercisable ) to acquire any Company Cap ital Stock, other than Company Options issued in the ord inary course of business and in compliance with thi s Agreement, or ( iii ) any security, instrument or obl igation that is or may become convertible into or e xchangeable for any Company Capital Stock or ( c ) any merger, am algamation, plan or scheme of arrangement, consolid ation, business combination, share exchange, reorganizatio n or similar transaction involving the Company