definiens: shall mean, with regard to theCompany : ( a ) any material adverse change in the Company ’s business, condition, assets, liabilities, operations, financial performance, net incomeor prospects ( or in any aspect or portion thereof ) ; ( b ) any loss, damage ordestruction to, or any interruption in the use of, any of the Company’smaterial assets ( whether or not covered by insurance ) ; ( c ) any action bythe Company to ( i ) declare, accrue, set aside or pay any dividend or anyother distribution in respect of any shares of capital stock, or ( ii)repurchase, redemption or other reacquisition of any shares of capitalstock or other securities ; ( d ) any sale or other issuance of any shares ofcapital stock or any other securities ; ( e ) any amendment of the Company’scharter documents ; ( f ) any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similartransaction ; ( g ) any purchase or other acquisition of any asset from anyother Person, except for supplies acquired in the ordinary course ofbusiness, or any lease or license of any asset from any other Personexcept for leases of office equipment and similar items involving less than$10,000 in the aggregate ; ( h ) any capital expenditures ; ( i ) any sale orother transfer, and any lease or license, of any asset to any other Personexcept for products sold from inventory in the ordinary course of business;(j ) any writing off as uncollectible, or establishment of any extraordinaryreserve with respect to, any account receivable50CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPYFILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST