definiens: as suchterm is defined in Section 203 of the DGCL ( other than as a result of a transaction approved by the Company Board asdescribed in Section 203(a)(1 ) of the DGCL ) at any time during the three year period immediately preceding the executionand delivery of this Agreement . As of the date hereof, neither Parent nor Sub owns ( directly or indirectly, beneficially or ofrecord ), and neither Parent nor Sub is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of the Company ( except as contemplated by thisAgreement and except for any such shares that may be owned by any employee benefit or other plan administered by or onbehalf of Parent or any of its Subsidiaries, to the extent the determination to acquire such shares was not directed by Parent orSub )