definiens: means any transaction involving, directly or indirectly, ( A ) the sale or other disposition of all or any portionof the business or assets of the Company or any Subsidiary ( other than in theordinary course of business ), ( B ) the issuance, sale or other disposition of ( I)any capital stock of the Company or any Subsidiary, ( II ) any option, call, warrant or right ( whether or not immediately exercisable ) to acquire any capitalstock of the Company or any Subsidiary, or ( III ) any security, instrument orobligation that is or may become convertible into or exchangeable for anycapital stock of the Company or any Subsidiary, or ( C ) any merger, consolidation, business combination, share exchange, reorganization or similartransaction involving the Company or any Subsidiary . If, after the date hereof, any of the Seller, the Company or any Subsidiary receives any inquiry, proposal, offer or other expression of interest regarding a Prohibited Transaction, theSeller shall, and shall cause the Company and its Subsidiaries to, immediatelynotify the Buyer of such fact and provide the Buyer with a copy of such inquiry, proposal, offer or expression of interest or, if such inquiry, proposal, offeror expression of interest was not made in writing, a complete description of thenature and terms thereof, including the identity of the Person who made suchinquiry, proposal, offer or expression of interest