definiens: within the meaning of Section 13(dX3 ) of the ~changc Act with respect to any voung ~ur ities of Progenies : ( d ) enter into any armngcment or ullderstHllding with mhers to do any of lhe actions restricted or prohibited under Sections 13.21(0),(b ) or ( e ): or ( e ) OtherwIse publicly olTCI " to Progenies or any of il.s stockholders any business combination, restructuring . recapitalization or similar transaction to or with ProgI'1lK : s orotherwise 5eek in conccn with others, to control or chw!ge the board of directors of [COMPANY] or nominate ally person as a director of Progenies who is not nominated by the then incul11bent directors . or propose any mUlier to be voled upon b~ the stockholders of Progenies with respect \0 a business combination . restructuring, recapitalizHi ion or similar transaction with [COMPANY]