definiens: ( within the meaning of Section 13(d)(3 ) of the Exchange Act ) with respect to G1 or its Affiliates or any voting securities of G1 or any of its Affiliates ; ( d)acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, ( i ) a material portion of the assets, tangible or intangible, o f G1 or any of its Affiliates or ( ii ) direct or indirect rights, warrants or options to acquire a material portion of the assets of G1 or any of its Affiliates, except for such assets as are then being offered for sale by G1 or any of its Affiliates ; ( e)arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any voting securities of G1 or its Affiliates or any securities convertible into or exchangeable or exercisable for any voting securities or assets of G1 or its Affiliates ; ( f)otherwise act, alone or in concert with others, to seek to propose to G1 or any of its stockholders any merger, business combination, tender or exchange offer, restructuring, recapitalization, liquidation or other transaction to or with BI or any of its Affiliates or otherwise seek, alone or in concert with others, to control, change or influence the management or board of directors of G1 or nominate any Person as a director who is not nominated by the then incumbent directors, or propose an y matter to be voted upon by the stockholders of G1 ; or ( g)advise, assist or encourage any other Person in connection with any of the foregoing