definiens: of ( as such terms are defined underRegulation 14A of the Exchange Act ) to vote or seek to advise or influence in any manner whatsoever any person with respectto voting stock of the Company ; -8- ( d ) form, join or in any way participate in a ( within the meaning of Section 13(d)(3 ) of the Exchange Act)with respect to any voting stock of the Company ( other than a group consisting solely of Purchaser and its Affiliates withrespect to not more than 19.9 % of the issued and outstanding voting stock of the Company);(e ) arrange, or in any way participate in, any financing for the purchase of any voting stock of the Company orsecurities convertible or exchangeable into or exercisable for any voting stock of the Company ( other than purchases by thePurchaser and its Affiliates with respect to not more than 19.9 % of the issued and outstanding voting stock of the Company);(f ) otherwise act, whether alone or in concert with others, to seek to propose under Rule 14a-8 of the Exchange Act tothe Company or any of its stockholders any merger, business combination, restructuring, recapitalization or similar transactionto or with the Company or induce or attempt to induce any other person to initiate any stockholder proposal;(g ) call or seek to have called any meeting of the stockholders of the Company or, unless requested by the Companyin writing, execute any written consent in lieu of a meeting of holders of voting stock of the Company;(h ) seek election or seek to place a representative on the Board of Directors of the Company ( the ) or seek the removal of any member of the Board of Directors ; or(i ) enter into any discussions, negotiations, arrangements or understandings with or assist any third party with respectto any of the foregoing