definiens: ( as defined in Instruction 3 to Item 4 of Schedule 14Aunder the Exchange Act ) in ( or in any way knowingly encourage ) any of ( as such terms are definedin Regulation 14A under the Exchange Act ) or consent to vote any securities of the Company or its Affiliates ( includingthrough action by written consent ), or otherwise advise or influence any Person with respect to the voting of anysecurities of the Company or its Affiliates, including by seeking to call a meeting of, or initiating any stockholderproposal for action by, the Company ’s stockholders, or seeking to place a representative on the Board of Directors or toremove or suspend any director from the Board of Directors ( in each case, other than in respect of the election, appointment or removal of a [COMPANY] Designee in accordance with ARTICLE VI ) ; ( iii ) conduct, fund or otherwise become a participant in any ( as such term is usedin Regulation 14D under the Exchange Act ) involving Equity Securities, in each case not approved in advance in writingby the Board of Directors ; 9 ( iv ) form, join, become a member of or in any way participate in a Group ( other than a Groupthat consists solely of the [COMPANY] Stockholder and its Affiliates ) with respect to the securities of the Company or any ofits Affiliates or otherwise in connection with any transaction or matter described in this Section 3.1 ; or ( v ) deposit any Equity Securities in a voting trust or similar Contract or subject any EquitySecurities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy withrespect to any Equity Securities ( in each case, other than ( A ) pursuant to this Agreement or ( B ) to the Company or aPerson specified by the Company in a proxy card ( paper or electronic ) provided to stockholders of the Company by or onbehalf of the Company )