definiens: ( within the meaning of Section 13(d)(3 ) of the 1934 Act ), any Common Stock in excess of one percent of the outstanding C ommon Stock ; ( b ) effect or seek, offer or propose ( whether publi cly or otherwise ) or enter into an agreement to eff ect, or cause or participate in or in any way knowingly assist any other Person to effect or seek, offer or propose ( whether publicly or otherwise ) to effect or partic ipate in, any tender or exchange offer, merger or o ther business combination involving Issuer or any recapitalizatio n, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Issuer ; ( c ) ( i ) make, engage or in any way participate in, directly or indirectly, any ( as such term is used in the proxy rules of the SEC ) of proxies or c onsents with respect to the Common Stock ( whether o r not relating to the election or removal of directors ), ( ii ) seek to advise, encourage or influence any Per son with respect to the voting of any Common Stock in opposition to the recommendation of the Board with respect to any matter, ( iii ) initiate, propose or otherwise ( as such term is defined in Rule 14a-1(l ) under the 193 4 Act, or, if amended, as amended and in effect at the time in qu estion ) Issuer ’s stockholders for the approval of a ny stockholder proposal, regardless of its purpose and whether made pursuant to Rule 14a-8 or Rule 14a-4 under the 1934 Act or otherwise, ( iv ) knowingly induce or att empt to induce any other Person to initiate any suc h stockholder proposal, or ( v ) otherwise communicate or seek to c ommunicate with Issuer ’s stockholders or others pur suant to Rule 14a-1(l)(2)(iv ) under the 1934 Act ; ( d ) call or seek to call, directly or indirectly, a ny special meeting of stockholders of Issuer for pu rposes of approving any transaction other than the transac tions contemplated by this Agreement or any Ancilla ry Agreement, or seek, request, or take any action to obtain or retain, directly or indirectly, any list of holders of the Common Stock or other securities of Issuer other th an for the aforementioned purpose ; ( e ) form, join or in any way participate in any ( within the meaning of Section 13(d)(3 ) of the 1934 Act ) with respect to the Common Stock, other t han a that includes Issuer ’s stockholders a nd their Affiliates with respect to actions specifically req uired or permitted by this Agreement ; ( f ) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of the Common Stock ; ( g ) seek, alone or in concert with others, election or appointment to, or representation on, or nomina te or propose the nomination of any candidate to, the Boa rd or seek any change in the composition of the Boa rd or management of Issuer, including any plans or propos als to change the number or term of directors, to r emove any director or to fill any vacancies on the Board, in each case other than as expressly required or permi tted by this Agreement or any Ancillary Agreement ; or 42 ( h ) knowingly initiate, solicit, assist, facilitate, finance, or encourage or otherwise participate in the taking of any of the foregoing actions by any other Person or enter into any discussions, negotiations, arran gements or understandings with any other Person with respect t o any of the foregoing actions