definiens: means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any Person ’s indication of interest in, ( i ) the sale, license, disposition, transfer oracquisition of more than 10 % of the assets of the Acquired Companies, taken as a whole, ( ii ) the issuance, disposition oracquisition of ( a ) Company Capital Stock ( other than pursuant to the exercise of any Company Option outstanding as ofthe date hereof ) representing at least 10 % of the outstanding Company Capital Stock, ( b ) any subscription, option, call, warrant, preemptive right, right of first refusal or any other right ( whether or not exercisable ) to acquire capital stock orother equity securities of the Company representing at least 10 % of the outstanding Company Capital Stock or ( c)securities, instruments or obligations that are or may become convertible into or exchangeable for capital stock or otherequity securities of the Company representing at least 10 % of the outstanding Company Capital Stock or ( iii ) any merger, consolidation, business combination, reorganization or similar transaction involving the Company in which the currentholders of Company Capital Stock would no longer hold at least a majority of the outstanding Company Capital Stock asa result of such transaction