definiens: means, other than the transactions contemplated by this Agreement, any Person ’s ( other than Buyer’s)offer, proposal or inquiry relating to, or any indication of interest in : ( i ) any merger, consolidation, share exchange, reorganization or otherbusiness combination transaction with or involving the Company, ( ii ) any sale, issuance, dividend, split or other disposition of any shares ofCompany Capital Stock ( except for issuances of Common Stock upon the exercise of any Company Options outstanding on the AgreementDate or to Company Stockholders pursuant to Contracts in effect on the Agreement Date ), ( iii ) any tender offer ( including a self - tender),exchange offer, recapitalization, restructuring, liquidation, dissolution or similar or extraordinary transaction involving the Company, ( iv ) thesale, license, disposition or acquisition of all or any material portion of the business or assets of the Company, including the grant of anylicense to any Company Intellectual Property ( including by way of joint venture formation ) or ( v ) the entering into of any Contract, withrespect to any of the foregoing