definiens: ) nor any of its subsidiaries ( as defined in Rule 1 - 02(x ) of Regulation S - X under the Securities Exchange Act of 1934, as amended ( the », will or will assist or encourage others to, directly or indirectly, without the prior approval of ELAN 's Board of Directors : ( i ) acquire or agree, offer, seek or propose to ac­quire beneficial ownership ( as defined in Rule 13d-3 under the Exchange Act ) of any voting se­curities of ELAN or direct or indirect rights to acquire any voting securities of ELAN or any subsidiaries of ELAN or substantially all of the assets or businesses of ELAN ; ( ii ) seek or pro­pose to intluence or control ELAN 's management or policies ; or ( iii ) make, or in any way par­ticipate in, directly or indirectly, any of ( as such terms are used in the rules of the Exchange Act ) to vote, or seek to advise or intluence any person or entity with re­spect to the voting of, any voting securities of ELAN . Notwithstanding the foregoing, ( x ) the term shall not include any subsidiary in which American owns a majority of the ordinary voting power to elect a majority of the board of directors but are restricted from electing such majority by contract or otherwise, until such time as such restrictions are no longer in ef­fect ; ( y ) American shall not be prohibited from acquiring up to two percent ( 2 % ) of ELAN 's out­standing equity securities ; and ( z ) this provision shall not apply to securities held by a company that American may acquire in the future provided that the fair market value of such securities represents less than twenty percent ( 20 % ) of the assets of such company as of the date of the most recent available financial statements of such company . For purposes of this paragraph, an shall be deemed to occur if ( a ) ELAN makes a public announcement or con­firms publicly that it is conducting talks or has retained an investment banker for the purposes of selling all or substantially all of its assets or businesses or securities ; ( b ) ELAN enters into an agreement with a Third Party with respect to a merger, consolidation, acquisition or other similar arrangement in which shareholders of ELAN would not beneficially own in excess of fifty per--68 - cent ( 50 % ) of the combined voting power of the outstanding equity securities of the surviving or parel1l entity resulting from such arrangement ; or ( c ) a Third Party commences or announces a bona fide intention to commence a solicitation of proxies or consents seeking to elect directors of ELAN or a tender or exchange offer for more than fifty percent ( 50 % ) of the outstanding voting securities of ELAN