definiens: or, as those terms are defined in Regulation 14A of the General Rules and Regulations promulgated pursuant to the Exchange Act, in opposition to a solicitation by the Company ; provided, however, that the Investor Group shall not be deemed to be a or to have become engaged in a solicitation hereunder solely by reason of the Company 's solicitation of proxies in connection with any meeting of the stockholders of the Company ; ( iii ) seek to advise or intentionally influence any person or entity with respect to the voting of Voting Securities in connection with any such solicitation, in opposition to the . recommendation ofa majority of the Board of Directors with respect to any matter relating to a Change of Control ; ( iv ) initiate, propose or otherwise solicit stockholders for the approval of any stockholder proposal ( as described in Rule 14a-8 under the Exchange Act or otherwise ) with respect to the Company that is opposed by the Board of Directors ; ( v ) form or join any 13D Group for the purpose of voting, purchasing or disposing of Voting Securities or the acquisition of all or substantially all of assets of the Company ; ( vi ) deposit any Voting Securities in a voting trust or subject them to a voting agreement or other arrangement of similar effect, except in order to comply with Competition Laws or other legal requirements ; ( vii ) otherwise act, alone or in concert with others, in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed hereunder, publicly announce any intention, plan or arrangement inconsistent with the foregoing or finance or agree to finance . any other person in connection with any of the activities prohibited by this Agreement ; or ( viii ) publicly request, propose or otherwise seek any amendment or waiver of the provisions of this Article 5