definiens: ( within themeaning of Section 203 of the DGCL ) or other transaction with or involving the Company or any of its Affiliates as aresult of, or pursuant to which, any Person becomes or would become an ( within the meaningof Section 203 of the DGCL ), the board of directors of the Company approves such business combination or othertransaction such that such Person would not be deemed to be an under Section 203 of theDGCL ; ( e ) the Company or any of its Affiliates publicly announces the Company ’s intention to take any of the actionsdescribed in the foregoing clauses ( a ), ( b ), ( c ) or ( d ) ; or ( f ) there has been a breach- 54 - by the Company of any representation, warranty, covenant or agreement contained in this Agreement such that thecondition in Section 8.2(a ) or Section 8.2(b ), as the case may be, would not be satisfied and that is not curable or, ifcurable, is not cured by the earlier of ( i ) twenty ( 20 ) days after written notice of such breach is given by Parent to theCompany or ( ii ) the Termination Date ; provided that Parent shall not have the right to terminate this Agreementpursuant to this Section 9.4(f ) if Parent is then in material breach of any of its covenants or agreements contained inthis Agreement