definiens: participantelection contest " ( as such terms are defined in Rule 14a -11 of the Exchange Act ), or initiating, proposing, encoura ging or otherwise soliciting any other stockholder(s ) of the Company for the approval of any stockholder proposals with respect to the Company, or otherwise seeking to solicit, advise or influence any Person with respect to the voting of any securities of the Company ; ( c ) form, join or in any way participate in a ( within the meaning of Section 13(d)(3 ) or Section 14(d)(2 ) of the Exchange Act ) with respect to any Voting Stock of the Company ; ( d ) otherwise act to seek to control or influence the Company 's management, Company Board or policies of the Company ( including by seeking to replace or remove any representative on the Company Board or seeking to have called any meeting of stockholders of the Company or executing any written consent in lieu of a meeting of stockholders of the Company ) ; ( e ) arrange, or in any way participate in, any financing for the purchase of any Voting Stock of the Company or securities convertible or exchangeable into or ex ercisable for any Voting Stock of the Company ; or ( f ) enter into any discussions, negotiations, arrangements or understandings with or advise, assist or encourage any third party with respect to, any of the foregoing