definiens: means any contract to which MN is a party currently in force, which : ( a ) ( i)limits the ability of MN to engage in any material line of business or to compete with anyperson in respect of any material business ; or ( ii)involves a shareholder arrangement or joint venture or consortium between MN and anyother person or under which MN is to participate with any other person in any business(other than pursuant to the terms of this Agreement ) or share any income ; ( b)contains any restriction on the payment by MN of dividends or other distributions ; ( c)(A ) involves or is likely to involve the payment by or to MN of more than USD 1,500,000, ( B ) wasentered into outside the ordinary course of business or ( C ) has a residual term of more than oneyear and can not be terminated by MN without penalty to it on six months ’ or less notice ; ( d)is a material licence, supply, manufacturing, research and development or cooperation agreement orother agreement relating to Intellectual Property entered into by MN ( or under which such partyobtains any benefit or is bound ) which is material to the business of MN in the manner presentlycarried on ; ( e)is a loan agreement or other finance or facility agreement, including the Shareholder Loans, pursuant to which MN has outstanding borrowings of more than USD 500,000, or is a securitydocument relating to such ; ( f)relates to the issuance or repurchase of shares or other equity interests or in respect of registrationrights, pre - emptive rights, rights of first refusal, transfer rights or restrictions, voting rights or otherrights of share or other equity holders of any of MN ; ( g)is an agreement to which MN is party ( or by which it is bound ) with a Material MN Supplier or aMaterial MN Customer ; ( h)contracts out to a third party all or a material part of the management of any of MN ; or ( i)is an agreement to which MN is party which contains any provision whereby the continuance ofsuch agreement upon and subject to its terms and conditions will, or upon the discretion of a partyother than MN may, cease or be subject to amendment upon the 44 change of control of MN as a result of the consummation of the transactions contemplated in thisAgreement, and which is material to the business of MN in the manner presently carried on