definiens: shall mean any equity securities of the Company, whether now authorized or not, including any equity securities issued pursuantto rights, options, or warrants to purchase said equity securities, andsecurities of any type whatsoever that are, or may become, convertible into saidequity securities ; provided, that does not include ( i)securities issued in connection with any stock split or stock dividend by theCompany, ( ii ) securities issued or issuable to employees, consultants ordirectors of the Company pursuant to any stock purchase plan, stock option plan, stock incentive plan or other employee stock bonus or equity incentivearrangement of the Company ( including shares issued or issuable upon -16-<PAGE > exercise of options already granted ) ( the ) or ( iii ) securitiesissued by the Company as consideration for the acquisition of a majority or moreof the outstanding shares of capital stock or all or substantially all of theassets of any entity ( including by merger, reorganization or otherwise ) ( anysuch transaction, an )