definiens: shall mean any inquiry, proposal oroffer from any Person ( other than Buyer or any of its Affiliates ) relating to ( i ) any merger, consolidation, reorganization orother direct or indirect business combination, recapitalization, liquidation, 58winding - up of, or similar transaction, involving the Company, ( ii ) the issuance or acquisition of shares of capital stock orother equity securities of the Company, ( iii ) the sale, lease, exchange, license ( whether exclusive or not ), or other dispositionof a substantial portion of the Intellectual Property of the Company or a substantial portion of the business or other assets ofthe Company, or ( iv ) any other transaction, the consummation of which would reasonably be expected to impede, interferewith, prevent or materially delay the Closing or any of the other transactions contemplated hereby or which would reasonablybe expected to diminish significantly the benefits to Buyer or its Affiliates of the transactions contemplated hereby ; provided, however, that an Acquisition Proposal shall not include any of the foregoing relating to Seller or any of its Subsidiaries otherthan the Company . Seller shall immediately cease and cause to be terminated, and shall cause all Seller Representatives toimmediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conductedheretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal . Seller shall take allreasonable actions to ensure that each Seller Representative complies with the provisions of this Section 6.2(a ) . Withoutlimiting the foregoing, any action or conduct by any Seller Representative that would be a violation of this Section 6.2(a ) iftaken by Seller, whether or not such Person is purporting to act on behalf of Seller, shall be deemed to be a breach of thisSection 6.2(a ) by Seller