definiens: means any transaction or other corporate action ( other than those imposed pursuant to the express terms of this Agreement and other than those imposed, without the happening of a contingency, on each other stockholder ) which would ( x ) impose limitations on the legal rights of Ciba or any of its Aﬃliates or Associates as a stockholder of the Company, including, without limitation, any action which would impose restrictions based upon the size of security holding, nationality of a securityholder, the business in which a securityholder is engaged or other considerations applicable to Ciba and not to stockholders generally, ( y ) deny any beneﬁt to Ciba or any of its Aﬃliates or Associates, proportionately as a holder of any class of Voting Stock, that is made available to other holders of any class of Voting Stock or ( z ) otherwise materially adversely discriminate against Ciba, its Aﬃliates or Associates as stockholders of the Company