definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K ) ; ( ii)any joint ventures, partnerships, or similar arrangements ; ( iii ) otheragreements or arrangements that give rise to a right of the other partiesthereto to terminate such material contract or to a right of first refusal orsimilar right thereunder as a result of the execution and delivery of thisAgreement and the consummation by the Company of the Merger and the othertransactions contemplated hereby ; or ( iv ) any agreements, licenses or otherarrangements that contain exclusive grants of rights that could, after theEffective Time, restrict the Parent or any of its affiliates or any successorthereto, from engaging in or competing with any line of business or in anygeographic area ( collectively, the ) . The Companyhas provided or made available to the Parent a true and accurate copy of allCompany Material Contracts and all such Company Material Contracts are valid andin full force and effect, except to the extent they have previously expired inaccordance with their terms or if the failure to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have aCompany Material Adverse Effect . Neither the Company nor any of the CompanySubsidiaries has violated any provision of, or committed or failed to performany act which, with or without notice, lapse of time or both, would constitute adefault under the provisions of any Company Material Contract, except in eachcase for those violations and defaults which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect