definiens: within the meaning of Section 7121 of the Code ( or any similar provision of state, local, or non - U.S. Law ) with respectto any material Tax, surrender any right to claim a material Tax refund, or take any action that would require the filingof a ( within the meaning of the Treasury Regulations promulgated under Section 367 ofthe Code ) to avoid current recognition of a material amount of income or gain for U.S. federal income tax purposes;(n ) except for capital expenditures incurred in the ordinary course of business in accordance with the Company’sbudget plan provided to Parent prior to the execution of this Agreement, make any new capital expenditure orexpenditures;(o ) except in the ordinary course of business or in connection with any transaction to the extent specificallypermitted by any other subclause of this Section 5.1(ii ), ( i ) enter into any 53Contract that would, if entered into prior to the date hereof, be a Company Material Contract, or ( ii ) materially modify, materially amend or terminate any Company Material Contract or waive, release or assign any material rights orclaims thereunder ; or(p ) agree, in writing or otherwise, to take any of the foregoing actions