definiens: ( as such term is defined in the Aventis Collaborati on Agreement ) and ( B ) the fifth ( 5 th ) anniversary of the expiration or earlier termination of the ( as such term is defined in the [COMPANY] License and Col laboration Agreement ), neither the Purchaser Parties nor any o f their respective Affiliates ( collectively, the ) shall, directly or indirectly ( and the Pu rchaser Parties shall cause their respective Affili ates not to ) and will not encourage or assist others to, except as e xpressly invited in writing by the Company : ( a ) directly or indirectly, acquire beneficial owne rship of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a te nder, exchange or other offer to acquire Shares of Then Outstanding Common Stock and/or Common Stock Equiva lents, if after giving effect to such acquisition, the Standstill Parties would beneficially own more than the Standstill Limit ; provided, however, that notwithstanding the provisions of this Section 4.1 ( a ), if the number of shares constituting Shares of Then Outstanding Common Stock is reduced or if the aggre gate ownership of the Standstill Parties is increas ed as a result of a repurchase of Shares of Then Outstandin g Common Stock, stock split, stock dividend or a recapitalization of the Company, the Standstill Par ties shall not be required to dispose of any of the ir holdings of Shares of Then Outstanding Common Stock even though such action resulted in the Standstill Parties ’ be neficial ownership totaling more than the Standstill Limit ; ( b ) directly or indirectly, seek to have called any meeting of the stockholders of the Company, propose or nominate for election to the Company ’s B oard of Directors any person whose nomination has n ot been approved by a majority of the Company ’s Board of Directors or cause to be voted in favor of such person for election to the Company ’s Board of Directors an y Shares of Then Outstanding Common Stock ; 20 ( c ) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group ( an ) the consummati on of which would result in a Change of Control of the Company ( an ) ; ( d ) directly or indirectly, solicit proxies or cons ents or become a participant in a solicitation ( as such terms are defined in Regulation 14A under the Excha nge Act ) in opposition to the recommendation of a m ajority of the Company ’s Board of Directors with respect to any matter, or seek to advise or influence any Per son, with respect to voting of any Shares of Then Outstanding Common Stock of the Company ; ( e ) deposit any Shares of Then Outstanding Common S tock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Share s of Then Outstanding Common Stock ; ( f ) act in concert with any Third Party to take any action in clauses ( a ) through ( e ) above, or form, join or in any way participate in a with in the meaning of Section 13(d)(3 ) of the Exchange Act