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 than by Parent or Purchaser ), fail to recommend thatthe Company ’s stockholders not tender their Shares in such tender or exchange offer within five business days following suchcommencement, ( v ) except in connection with a termination of this Agreement pursuant to Section 7.1(f ), permit the Companyor any Company Subsidiary to enter into any Contract ( other than a confidentiality agreement as contemplated bySection 5.2(d ) ), including any letter of intent or understanding, with respect to any Acquisition Proposal, or ( vi ) except inconnection with a termination of this Agreement pursuant to Section 7.1(f ), resolve or propose to take any action described inclauses ( i ) through ( v ) ( each of the foregoing actions described in clauses ( i ) through ( vi ) being referred to as a )