definiens: ( as defined under the 1934 Act ) or any Person unaff iliated with Purchaser shall have publicly made ( an d not publicly withdrawn ) a bona fide proposal with respe ct to a Competing Proposal, ( ii ) Issuer shall have entered into an agreement in principle or definitive agreement p roviding for any Competing Proposal, ( iii ) Issuer o r any Person discloses ( by press release, the filing of a report on Schedule 13D, the making of a tender or exchang e offer or otherwise ) that it is in discussions or negotiation s with either Purchaser, any shareholder or any ( as defined under the 1934 Act ) or Person unaffiliated with Pur chaser with respect to a Competing Proposal, ( iv ) a ( as defined under the 1934 Act ) or Person unaffilia ted with Purchaser ( A ) solicits proxies to effect a change in the majority of the Board or ( B ) Beneficially Owns ( as defined in the Stockholder Agreement ) 20 % or more o f the outstanding Common Stock, or ( v ) Issuer commences o r publicly announces an intention to commence a sal es process, a review of strategic alternatives or a si milar process indicating its openness to considerat ion of a Competing Proposal or shall have engaged an investm ent bank for the purpose, in whole or in part, of s oliciting interest of one or more Third Parties in a Competin g Proposal . Notwithstanding anything to the contrar y contained herein, this Section 5.9 shall not restrict in any way the directors appointed by Purchaser to the Boa rd from satisfying their fiduciary duties