definiens: within the meaning of Section 13(d)(3 ) of the Exchange Act with respect to any voting securities of [COMPANY] ; ( d ) acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise : ( i ) any of the assets, tangible or intangible, of [COMPANY], or ( ii ) direct or indirect rights, warrants or options to acquire any assets of [COMPANY], except for such assets as are then being offered for sale by [COMPANY] ; -40 - Execution Copy Confidential -9 - 18 - 09 ( e ) enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under parts ( a ) ( b ) or ( c ) of this Section 13.1 ; or ( f ) otherwise act in concert with others, to seek to offer to [COMPANY] or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with [COMPANY] or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of [COMPANY] or nominate any person as a director of [COMPANY] who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of [COMPANY]