definiens: means ; ( i)any amendment of Seller 's Certiﬁcate of Incorporation or by - laws, ( ii ) anydisposition, business combination or other reorganization transactioninvolving Seller ( by way of merger, consolidation, acquisition, sale ofassets or otherwise ), ( iii ) any ( as that term is used inRule 14a-11 of Regulation 14A under the 1934 Act and subject to Section 8.4of this Agreement ), ( iv ) any recapitalization of Seller ; ( v ) any liquidationor dissolution of Seller ; ( vi ) any matter relating to issuance of securitiesby Seller, including, without limitation, the adoption of stock option orsimilar plans ; ( vii ) any matter arising under Section 203 of the DelawareGeneral Corporation Law or any successor provision ; or ( viii ) any otheraction ( other than actions contemplated by this Agreement ) which is out ofthe ordinary course of Seller 's business . The Investor Entities, as holdersof Voting Stock, shall be present in person or by proxy at every meeting ofthe stockholders of the Company, whatever the purpose or purposes -48-<PAGE > of the meeting, so that all Voting Stock beneﬁcially owned by them may becounted in determining the presence of a quorum at the meeting