definiens: in a ( as such terms are defined in Regulation 14A unde r the Securities Exchange Act of 1934, as amended ( togeth er with the rules and regulations promulgated there under, the ) ), directly or indirectly, of proxies or consents ( including, without limitation, any solicitation o f consents that seeks to call a special meeting of st ockholders or by encouraging or participating in an y or similar campaign ), in each case, with respect to any securities of Purchaser or any securities conv ertible or exchangeable into or exercisable for any Purchaser Common Stock or any other securities of Purchaser ( collectively, the ) in opposition to the recommendation or proposal of the board of directors of Purchaser ( the ), or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respe ct to the voting of the Purchaser Securities ( including any w ithholding from voting ) or grant a proxy with respe ct to voting of any Purchaser Securities or other voting securit ies to any person other than to the Purchaser Board or persons appointed as proxies by the Purchaser Board ; ( b ) advise, knowingly encourage, or instruct any pe rson with respect to any of the matters covered by this Section 2 at any annual or special meeting of stockholders ; ( c ) agree or propose to deposit any of the Purchase r Securities in any voting trust or similar arrangement, or subject any of the Purchaser Securi ties to any arrangement or agreement with respect t o the voting thereof ( including but not limited to a voting agre ement or pooling arrangement ), other than any such voting trust, arrangement or agreement solely among Holder and hi s, her or its Affiliates which is otherwise constru cted in accordance with this Agreement ; 4 ( d ) seek or knowingly encourage any person to submi t nominations in furtherance of a or take other applicable a ction for the election or removal of directors with respect to Purchaser ; ( e ) ( i ) nominate or recommend for nomination any pe rson for election at an annual or special meeting of stockholders of Purchaser, ( ii ) submit a ny proposal for consideration at, or bring any othe r business before any annual or special meeting of stockholder s of Purchaser, or ( iii ) initiate, knowingly encour age or participate in any or similar campaign w ith respect to any annual or special meeting of sto ckholders of Purchaser ; ( f ) form, join in or in any way participate in any including, without limitation, a each as defined under Section 13(d ) of the Exch ange Act with any person who is not a member of Holder ( any such person, a ), with respect to any Purchaser Securities or take any other action that would dive st Holder of the ability to vote or cause to be vot ed any Purchaser Securities ( or therein interest ) owned as of the da te of this Agreement and as of the Commencement Dat e or subsequently acquired in accordance with this Agree ment ; ( g ) ( i ) call or seek to call or request the call of any meeting of stockholders, including by written consent, ( ii ) seek, alone or in concert with others, representation on, or nominate any candidate to, the Purchaser Board, ( iii ) seek the removal of any member of the Purchaser Board, ( iv ) solicit consents from stockho lders or otherwise act or seek to act by written consent, or ( v ) make a request for a list of Purchaser 's stock holders or for any books and records of Purchaser ; ( h ) purchase or cause to be purchased or otherwise acquire or enter into any option or contract to purchase, any ( i ) beneficial ownership of any of the Purchaser Securities ( other than securities is sued pursuant to a stock split, stock dividend or similar corpora te action ), if immediately after the taking of such action, Holder, together with his, her or its Affiliates would, in the aggregate, beneficially own more than five perc ent ( 5 % ) of the then - outstanding shares of Purchaser Common Stock, or ( ii ) interests in any of Purchaser 's indebtednes s, in each case, unless 3 Business Days prior to such purchase, acquisition, or entrance into an option or contra ct, Holder provides written notice to Purchaser ( any such Hold er, a ) ; ( i ) make or publicly advance any request or proposa l that Purchaser or Board amend, modify or waive any provision of this Agreement, or take any action challenging the validity or enforceability o f any provisions of this Section 2.2 ( provided, that Hold er may make confidential requests to the Purchaser Board to amend, modify or waive any provision of this Agreem ent, which the Purchaser Board may accept or reject in its sole discretion, so long as any such request is not publicly disclosed by Holder and is made by Holder in a manner that does not require the public disclosure thereof by Purchaser, Holder or any other person ) ; ( j ) acquire or agree, offer, seek or propose to acq uire, or cause to be acquired, ownership ( including beneficial ownership ) of any of the asse ts or business of Purchaser or any rights or option s to acquire any such assets or business from any person, in eac h case other than the Purchaser Securities ; ( k ) seek, propose or make any statement with respec t to, or solicit, negotiate with, or provide any information to any person with respect to, a me rger, consolidation, acquisition of control or othe r business combination, tender or exchange offer, purchase, sa le or transfer of assets or securities, dissolution, liquidation, reorganization, change in structure or composition of the Purchaser Board, change in the executive off icers of Purchaser, change in capital structure, recapitaliz ation, dividend, share repurchase or similar transa ction involving Purchaser, its subsidiaries or its business, whethe r or not any such transaction involves a change of control of Purchaser ; 5 ( l ) disclose publicly, or privately in a manner tha t could reasonably be expected to become public, any intention, plan or arrangement inconsis tent with the foregoing, or publicly or privately e ncourage or support any other stockholder or person or entity t o take any of the aforementioned actions ; or ( m ) enter into any agreement, arrangement or unders tanding concerning any of the foregoing ( other than this Agreement ) or knowingly encourage or solicit any person to undertake any of the foreg oing activities