definiens: means any proposal or offer from any Person ( other than AMI andits Affiliates in connection with the transactions contemplated hereby ) or any agreement or offer relating to any(i ) reorganization, liquidation, dissolution, share exchange, business combination or recapitalization of Ibis, ( ii ) mergeror consolidation involving Ibis, ( iii ) purchase or sale of any assets or Capital Stock of Ibis ( other than the purchaseand sale of inventory and capital equipment in the ordinary course of business ), ( iv ) distribution of Ibis ’ 9 existing or future products, ( v ) licensing of any Business IP from Ibis or ( vi ) any other transaction or businesscombination involving Ibis or its business or assets which would reasonably be expected to interfere with, impede ormaterially delay the transactions contemplated by the Transaction Documents or dilute the benefits thereof to AMIand its Affiliates