definiens: within the meaning of Section 7121 of the Code ( or any similar provision of state, local, or non - U.S. Law)with respect to any material Tax, or surrender any right to claim a material Tax refund ; ( n ) except ( i ) in the ordinary course of business consistent with past practice, ( ii ) in accordancewith the Company ’s budget described on Section 6.1(n ) of the Company Disclosure Letter or ( iii ) expenditures for lessthan $ 5,000,000 individually or $ 20,000,000 in the aggregate, make any new capital expenditure or expenditures, orcommit to do so ; 48 ( o ) except in the ordinary course of business consistent with past practice or in connection withany transaction to the extent specifically permitted by any other subclause of this Section 6.1(ii ), ( i ) enter into anyContract that would, if entered into prior to the date hereof, be a Material Contract, or ( ii ) materially modify, materiallyamend or terminate any Material Contract or waive, release, terminate, amend, renew or assign any material rights orclaims of the Company or a Company Subsidiary thereunder ; or ( p ) agree, in writing or otherwise, to take any of the foregoing actions