definiens: within the meaning ofSection 13(d)(3 ) of the Exchange Act with any person not bound by the terms of this Agreement ( other than personsdeemed to be a member of such group solely by virtue of being an Affiliate of [COMPANY] ) with respect to any VotingShares ; ( iv ) acquire or agree to acquire, directly or indirectly, alone or in concert withothers, by purchase, exchange or otherwise, ( A ) any of the assets, tangible or intangible, of the Company or ( B ) director indirect rights, warrants or options to acquire any assets of the Company, except for such assets as are then beingoffered for sale by the Company ; ( v ) enter into any arrangement or understanding with others to do any of theactions restricted or prohibited under Sections 2.1 ( a ) ( i ), ( ii ), ( iii ) or ( iv ) ; or ( vi ) otherwise act in concert with others, to seek to offer to the Company or anyof its shareholders any business combination, restructuring, recapitalization or similar transaction to or with theCompany or otherwise seek in concert with others, to control, change or influence the management, board of directorsor policies of the Company or nominate any person as a director of the Company who is not nominated by the thenincumbent directors, or propose any matter to be voted upon by the shareholders of the Company