definiens: means, other than the Merger, any offer, proposal or inquiry relating to, or an y Person ’s indication of interest in, ( a ) the sale, l icense or other disposition of all or a material po rtion of the business or assets of the Company, ( b ) the issuance, disposition or acquisition of ( i ) any capital sto ck or other equity security of the Company ( other than in conne ction with the exercise of any Company Option outst anding on the date hereof ), ( ii ) any subscription, option, call, warrant, preemptive right, right of first re fusal or any other right ( whether or not exercisable ) to acquire any c apital stock or other equity security of the Compan y ( other than the grant of Company Options to newly hired em ployees of the Company in the ordinary course of bu siness consistent with past practices, or ( iii ) any securi ty, instrument or obligation that is or may become convertible into or exchangeable for any capital stock or other equity security of the Company or ( c ) any merger, consolidation, business combination, reorganization, liquidation, recapitalization, share exchange or similar transaction involving the Company