definiens: ( within the meaning of termination of this Agreement, any person or ( within the meaning of Section 13(d)(3 ) of the Exchange Act ) ( other than Ciba or any of its aﬃliates ) shall have acquired, directly or indirectly, the Company, all or substantially all its assets or more than 33 - 1/3 % of the shares of Common Stock then outstanding or entered into any agreement providing for such a transaction, and ( y)(A ) on or after the date of this Agreement and prior to the expiration of the Oﬀer, any person or group shall have made a takeover proposal, ( B ) the Oﬀer, if required to have been commenced, shall have remained open until the scheduled expiration date immediately following the date such takeover proposal was ﬁrst publicly announced and ( C ) this Agreement shall have been terminated pursuant to Section 6.01(a)(ii )