definiens: means any of the following involving the Company or any of its Subsidiaries or its ortheir securities or a material amount of the assets or businesses of the Company or any of its Subsidiaries : anytender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution ; provided, however, this subparagraph(c ) shall not prevent the [COMPANY] Designee acting in his capacity as a director of the Company from raising suchmatter at the Board ; ( d ) form, join or in any way participate in a 13D Group ( other than the [COMPANY] Group ) ; ( e ) present at any annual meeting or any special meeting of the Company ’s stockholders orthrough action by written consent any proposal for consideration for action by stockholders or ( except as explicitlypermitted by this Agreement ) propose any nominee for election to the Board or seek the removal of any member ofthe Board, other than through action at the Board by the [COMPANY] Designee acting in his capacity as such;-8- ( f ) grant any proxy, consent or other authority to vote with respect to any matters ( other than tothe named proxies included in the Company ’s proxy card for an annual meeting or a special meeting ) or deposit any ofthe Voting Stock ( or any securities convertible, exchangeable for or otherwise exercisable to acquire such VotingStock ) held by the [COMPANY] Group or its Affiliates in a voting trust or subject them to a voting agreement or otherarrangement of similar effect