definiens: means any offer o r proposal from any Person relating to any ( i ) direct or indirect acquisition or sale of all o r substantially all of the assets of the Company or ( ii ) direct or indirect acquisition of a majority of the Capital S tock of the Company ( whether through a share purcha se, merger, consolidation, business combination, recapi talization or similar transaction involving the Com pany ), in each case that ( x ) does not provide the Company or the Company Equityholders with consideration greate r than the Warrant Exercise Payment and ( y ) that the Board of Directors of the Company, determines, in its so le discretion, constitutes an acceptable offer or prop osal for the assets or Capital Stock, as applicable, and in the case of each of ( i ) and ( ii ) other than ( A ) the War rant Exercise Closing and the other transactions co ntemplated by this Warrant or ( B ) [ * * * * ]