definiens: as defined in Section 13(d)(3 ) ( a ) of theExchange Act, in connection with any of the foregoing clauses ( a ) and ( b ) ( other than a 13D Group thatincludes only the Investor and its Affiliates or that relates to the Investor Designee ) ; ( d)publicly disclose any intention, plan or arrangement inconsistent with the foregoing clauses ( a ) through(c ) ; or ( e)enter into any agreement or any arrangement with any other Person in connection with intentionallyfacilitating any transaction that is restricted by clauses ( a ) through ( c);provided that, notwithstanding anything in this Agreement to the contrary, ( x ) the Investor and its Affiliatesshall not be prohibited or restricted from making ( i ) any confidential offers or proposals to the Company ’s board ofdirectors or engaging in negotiation or discussions with the Company with respect thereto or ( ii ) any confidentialrequest for the Company or its board of directors to waive, amend or provide a release of any provision of thisSection 6.1 ( whether or not in connection with such offer or proposal ), ( y ) the Investor and its Affiliates may vote theirshares of Common Stock in any manner they wish and ( z ) the provisions of this Section 6.1 shall not, and are notintended to, ( i ) restrict the manner in which any Investor Designee may ( A ) vote on any matter submitted to theCompany ’s board of directors, ( B ) participate in deliberations or discussions of the Company ’s board of directors(including making suggestions or raising issues to the Company ’s board of directors ) in his or her capacity as amember of the Company ’s board of directors, or ( C ) take actions required by his or her exercise of legal duties andobligations as a member of the Company ’s board of directors or refrain from taking any action prohibited by his orher legal duties and obligations as a member of the Company ’s board of directors, ( ii ) prohibit or restrict the Investoror its Affiliates from responding to any inquiries from any stockholders of the Company as to such Person ’s intentionwith respect to the voting or the tendering of its Common Stock, ( iii ) restrict the Investor or its Affiliates from takingany action they deem necessary to cause the Investor Designee to be elected to the Company ’s board of directorsor any committee thereof or causing or effecting the issuance and acquisition of the Additional Shares, ( iv ) prohibitthe Investor or its Affiliates from acquiring Company Securities issued by way of a Stock Event or which are issuedto its directors, ( v ) prohibit the Investor or its Affiliates from selling their shares of Common Stock or ( vi ) prohibit theInvestor or its Affiliates from complying with applicable Law