definiens: within the meaning of Section 7121 of the Code ( or any similar provision of state, local, ornon - U.S. Law ) with respect to any Tax, surrender any right to Claim a Tax refund, or take any action thatwould require the filing of a ( within the meaning of the Treasury Regulationspromulgated under Section 367 of the Code ) to avoid current recognition of income or gain for U.S. federalincome tax purposes ; 40 ( 16 ) make any new capital expenditure or expenditures in excess of $ 100,000 in theaggregate, or commit to do so ; ( 17 ) except in the ordinary course of business ( except as otherwise prohibited in any othersubclause of this Section 5.1(b ) ), ( A ) enter into any Contract or amendment that, if entered into prior to thedate hereof, would be an [COMPANY] Material Contract, ( B ) materially amend, materially modify, terminate orconsent to the termination of any [COMPANY] Material Contract or ( C ) waive, release, relinquish or assign anyAsterias Material Contract ( or any of [COMPANY] ’ rights thereunder ), right or Claim ; ( 18 ) fail to file, deliver or provide any response, document, information or other material, orpay any fee due and payable, necessary to prevent the abandonment, expiration or termination of anymaterial [COMPANY] Registered Intellectual Property ; or ( 19 ) agree, in writing or otherwise, to take any of the foregoing actions