definiens: means any Person or as defined in Section 13(d ) of the Exchange Act, other than, with respect to the Company, Parent or any ParentSubsidiaries . The Company shall not ( i ) take any action to exempt any Person from the restrictions on or any similar provision contained in any applicable Takeover Statute or the Company GoverningDocuments or otherwise cause such restrictions not to apply or ( ii ) ( x ) terminate ( or permit the termination of ( exceptin accordance with its terms and not related to a Company Competing Proposal ) ), waive or amend the Rights Plan,(y ) redeem any Company Rights under the Rights Plan or ( z ) take any action with respect to, or make anydetermination under, the Rights Plan that would interfere with Parent consummating the Transactions, in each casewithout the prior written consent of Parent, in each case prior to the termination of this Agreement . Notwithstandinganything to the contrary contained in this Agreement, the Company and the Company Subsidiaries and theCompany ’s Representatives may in any event ( A ) seek to clarify and understand the terms and conditions of anyCompany Competing Proposal ( or amended proposal ) solely to determine whether such Company Competing Proposalconstitutes or would reasonably be expected to lead to a Company Superior Proposal and ( B ) inform a Person thathas made a Company Competing Proposal of the provisions of this Section 5.3, in each case, so long as theCompany, the Company Subsidiaries and the Company ’s Representatives otherwise comply with this Section 5.3 inconnection therewith