definiens: ( as defined in such Section 203),and any other Law, will not apply to Parent and Merger Sub during the pendency of this Agreement, including the executionand delivery of this Agreement and the consummation of the Merger and the other21 transactions contemplated by this Agreement . The Board of Directors of the Company has approved the Merger, thisAgreement and the transactions contemplated by this Agreement, and such approval is sufficient to render, with respect to theMerger, this Agreement and the transactions contemplated by this Agreement, the rights of the holders of the CompanyCommon Stock to acquire Company Common Stock or any shares of capital stock of the Company or any of its Subsidiariesunder the Rights Agreement inapplicable such that, upon consummation of the Merger as contemplated by this Agreement, the rights issued under the Rights Agreement shall expire in accordance with the terms of the Rights Agreement and notbecome exercisable as a result of the Merger or any of the transactions contemplated by this Agreement, and the RightsAgreement shall terminate in accordance with its terms without any payments being made or due and payable by the Companyor any of its Subsidiaries or Parent or any of its Subsidiaries