definiens: means any claim or threatened claim by any Company Stockholder or formerstockholder of the Company, or any other Person, seeking to assert, or based upon ( i ) ownership or rights to ownership of anyequity securities, ( ii ) any rights of a Company Stockholder ( other than the right to receive such Company Stockholder’sportion of the Adjusted Merger Consideration pursuant to this Agreement ), including any option, preemptive rights or rightsto notice or to vote and any claim that any formulas, definitions or provisions related to the payment of the Adjusted MergerConsideration are incorrect, ( iii ) any rights under the Charter Documents as amended by the Charter Amendment and as ineffect as of immediately prior to the Effective Time, ( iv ) any claim that his, her or its equity securities were wrongfullyrepurchased by the Company, ( v ) any alleged action or failure to act on such Person ’s behalf by the SecurityholderRepresentative, or ( vi ) any right to receive any distributions from the Escrow Fund on an accelerated basis rather than inaccordance with the terms of Article VIII