definiens: means ( i ) any Contract that ( a ) restricts payment of dividends or distributions,(b ) contains any standstill or similar restriction on the Company ’s or its Subsidiaries ’ ability to acquire assets orsecurities of another Person, ( c ) indemnifies or holds harmless any Person which indemnity is material to theCompany and its Subsidiaries taken as a whole ( other than commercial Contracts entered into, modified, amended, terminated or waived in the ordinary course of business ) or ( d ) contains terms that, following the Closing, would limitor purport to limit Parent and its Affiliates to conduct their business by virtue of the Company and its Subsidiariesbecoming Affiliates of Parent and ( ii ) any Contract that is a Material Contract ( or would have been considered aMaterial Contract if it were entered into prior to the date of this Agreement ) covered by subclauses ( ii ) or ( vii ) ofSection 3.16(a )