definiens: assuch term is defined in Section 203 of the DGCL ( other than as a result of a transaction approved by the Company Board asdescribed in Section 203(a)(1 ) of the DGCL ) at any time during the three year period immediately preceding the executionand delivery of this Agreement . As of the date hereof, neither Parent nor Merger Sub owns ( directly or indirectly, beneficiallyor of record ), and neither Parent nor Merger Sub is a party to any agreement, arrangement or understanding for the purpose ofacquiring, holding, voting or disposing of, in each case, any Company Capital Stock ( except as contemplated by thisAgreement and except for any Shares that may be owned by any employee benefit or other plan 37administered by or on behalf of Parent or any of its Subsidiaries, to the extent the determination to acquire such shares wasnot directed by Parent or Merger Sub )