definiens: as such term is defined in the Rights Agreement, because either ( a ) the Shares, by themselves, constitute in excess of 20 % of then - outstanding Common Stock of [COMPANY] ( the ), or ( b ) after the date hereof, AHPC acquires a third party that owns capital stock of [COMPANY] and whose ownership of capital stock of [COMPANY] is not the primary business purpose of such third party ( the ), and when the Shares are added together with Third Party [COMPANY] Stock, AHPC 's aggregate beneficial ownership exceeds the Threshold, then prior to the consummation of the Closing that would cause AHPC to become an Acquiring Person, [COMPANY] shall cause the Rights Agreement to be amended to ensure that the acquisition of the Shares at such Closing does not cause AHPC to become an Acquiring Person . Notwithstanding the foregoing, nothing in this Section 9.3 shall require [COMPANY] to amend the Rights Agreement if AHPC ' s purchase of the Shares would result in AHPC becoming an Acquiring Person because such Shares, when added to any shares of the capital stock of [COMPANY] acquired by AHPC other than under this Agreement or as 16 specifically described in clause ( b ) of this Section 9.3, causes AHPC 's ownership to exceed the Threshold