definiens: ,, or, each as defined in the Rights Plan ( as defined below ), will have occurred solely by virtue of the execution and deliveryof this Agreement by the Company and the Investor . The Company ’s Board of Directors has approved and directedthe Company ’s officers to implement an amendment ( the ) to the Rights Agreement, datedJuly 13, 2005, by and between the Company and EquiServe Trust Company, N.A. ( the ) . Pursuant tosuch Rights Plan Amendment, the execution of this Agreement and the Investor Agreement, the performance ofInvestor ’s and its Affiliates ’ obligations under this Agreement and the Investor Agreement and the exercise of theInvestor ’s and its Affiliates ’ rights under this Agreement and the Investor Rights Agreement ( including the issuance ofthe Shares and the potential acquisition of additional shares of Common Stock by Investor to the extent permittedthereunder ) will not result in ( A ) the Investor becoming or having become an under the Rights Planand ( B ) any of a a a or a ( assuch terms in clause ( A ) and ( B ) are defined in the Rights Plan ) . Further, the Company ’s Board of Directors hasapproved the issuance of the Shares to the Investor hereunder, and all other transactions occurring pursuant to or aspermitted by the Investor Agreement and the Master Agreement ( including any other agreements or documentsreferenced therein ), including the acquisition of shares of Common Stock other than the Shares by the Investor or anyAffiliate consistent with the terms of the Investor Agreement, in a manner that satisfies Section 203(a)(1 ) of theDelaware General Corporation Law such that Section 203 will not apply to any between theCompany and the Investor or any Affiliate occurring pursuant to or as permitted by this Agreement or the InvestorAgreement or the Master Agreement