definiens: means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Shares ( or any interest therein ) that is proposed by anyShareholder, whether voluntary, involuntary or by operation of law, other than ( a ) a transfer of Shares between Shareholderswhere the transferee is not, at the time of such transfer and in the determination of the Board, a competitor of the Company oran Affiliate thereof ; ( b ) a transfer of Shares that is approved by the Board ; ( c ) a transfer of Shares to an Affiliate of aShareholder or to such Shareholder ’s spouse, children ( natural or adopted ), grandchildren or a trust, partnership or limitedliability company exclusively for the benefit of ( or exclusively owned by ) the Shareholder or any combination of the Personsidentified above ; and ( d ) a transfer of Shares to [COMPANY], TomoTherapy or an Affiliate of either [COMPANY] or TomoTherapy