definiens: ( within the meaning of Section 13(d)(3 ) of the Exchange Act ) with respect toany voting securities of Parent or any of its Subsidiaries ; -83- ( d ) except in connection with the enforcement by way of court proceedings of his rights under this Agreement, any agreementcontemplated thereby and any other agreement between such Key Person or Principal Member, on the one hand, and Parent or a Subsidiary thereof, onthe other hand, make any public statement that is critical of Parent or any of its Subsidiaries, the Board or management of Parent or any of itsSubsidiaries or the policies of Parent or any of its Subsidiaries ; ( e ) enter into or seek or propose to eﬀect or facilitate any purchase or sale of securities ( other than the Restricted Shares, subjectto Transfer Restrictions under Section 1.11 ) or assets of Parent or any of its Subsidiaries, any warrant or option to purchase such securities or assets, any security convertible into any such securities, any derivative or hedging transaction involving securities of Parent or any of its Subsidiaries, or anyother right to acquire such securities or assets ( other than option grants or other equity grants approved by the Board of Parent and purchases ofproducts or services in the Ordinary Course ) ; ( f ) enter, agree to enter, propose, seek or oﬀer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving Parent or any of its Subsidiaries ( other than the Merger ) ; ( g ) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the Board or stockholders of Parentor any of its Subsidiaries ; ( h ) disclose any intention, plan or arrangement prohibited by, or inconsistent with, any of the foregoing ; ( i ) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons inconnection with any of the foregoing ; or ( j ) have any discussions or communications with, enter into any arrangements, understandings or agreements ( whether written ororal ) with, advise, ﬁnance, assist or encourage, act in concert or conscious parallelism with, or cooperate with, any other person in connection with any ofthe foregoing, or make any investment in, enter into any arrangement or understanding with, or form a with or otherwise act in concert orconscious parallelism with, or cooperate with, any other person that engages, or offers or proposes to engage, in any of the foregoing