definiens: ( as defined under Section 13(d ) of the Exchange Act)becoming a beneficial owner of ten percent ( 10 % ) or more of the outstanding Company Shares is commenced ( other thanby Parent or Purchaser ), fail to recommend that the Company ’s stockholders not tender their Shares in such tender orexchange offer within five business days following such commencement, ( v ) except in connection with a termination ofthis Agreement pursuant to Section 7.1(f ), permit the Company or any Company Subsidiary to enter into any Contract(other than a confidentiality agreement as contemplated by Section 5.2(d ) ), including any letter of intent orunderstanding, with respect to any Acquisition Proposal, or ( vi ) except in connection with a termination of thisAgreement pursuant to Section 7.1(f ), resolve or propose to take any action described in clauses ( i ) through ( v ) ( each ofthe foregoing actions described in clauses ( i ) through ( vi ) being referred to as a )