definiens: within the meaning of Section13(d)(3 ) of the Exchange Act with respect to any voting securities of [COMPANY] ; ( d ) enter into any arrangement or understanding with others to do any of theactions restricted or prohibited under Sections 13.22.1(a ), ( b ) or ( c ) ; or ( e ) otherwise publicly offer to [COMPANY] or any of its stockholders any businesscombination, restructuring, recapitalization or similar transaction to or with [COMPANY] or otherwise seek inconcert with others, to control or change the board of directors of [COMPANY] or nominate any person as adirector of [COMPANY] who is not nominated by the then incumbent directors, or propose any matter to be votedupon by the stockholders of [COMPANY] with respect to a business combination, restructuring, recapitalization orsimilar transaction with [COMPANY]