definiens: as defined in Section 13(d)(3 ) of the Exchange Act in connection with any of the foregoing ; or ( vi ) request the Company directly or indirectly to amend or waive any provision of this Section . The foregoing restrictions shall not apply, however, if during the Initial Lock - up Period or Second Lock - up Period, a third party shall have publicly offered to purchase substantially all of the equity securities or assets of the other party or to enter into a merger or other business combination transaction or restructuring, exchange offer or similar extraordinary transaction with the other party, or a third party shall have solicited proxies to vote ( or seeks to advise or influence any person or entity with respect to the voting of ) any voting securities of the Company with respect to a change of control transaction or similar extraordinary 27 < Page > transaction ( including, without limitation, transactions of a type described in clauses ( i ) through ( iv ) by any party other than the Investor ) with the Company . Notwithstanding anything to the contrary in the foregoing, nothing in this Agreement shall prohibit the Investor and its directors, officers, employees and subsidiaries from acquiring, offering to acquire, or agreeing to acquire, directly or indirectly, by purchase, exchange or otherwise, any debt and up to an aggregate not in excess of 15.0 % of the outstanding shares of Common Stock following the IPO ( unless Investor owns in excess of such 15.0 % threshold solely as a result of conversion of the Shares into Common Stock in the IPO ) . If the IPO does not close on or before March 31, 2006, then this Section 7.3(c ) shall automatically expire . During the thirty days prior to March 31, 2006, the Chief Financial Officers of both the Company and the Investor agree to confer regarding the potential extension of the applicability of provisions of Section 7.3(e ) if the IPO closes after March 31, 2006, but if no agreement regarding extension of the applicability of the provisions of Section 7.3(e ) is agreed in writing on or prior to March 31, 2006, then this provision shall automatically expire ; provided, however, this sentence . shall not create an express or implied obligation to negotiate about or to agree to any such extension beyond March 31, 2006 and the parties sole obligation shall be to confer as provided herein