definiens: or ( within the meaning of Section 12.(d ) or 14(d ) of the Securities Exchange Act of 1934, as amended ) acquires, directly or indirectly, the beneficial ownership, of a majority of the voting power of CBL I or GPI and specifically excluding any person or group that is controlled directly or indirectly by CBLI or GPI or its present officers or directors ; provided further, that with respect to any such third party, the non -applicability of Section 2.1(c ) shall only take effect in the event and to the extent that those provisions would require such acquiring Third Party to cease activities that were being actively pursued prior to the date it becomes an Affiliate of CBLI . It is further understood and agreed tha t any Third Party that becomes an Affiliate of CBLI in a transaction in which CBLI acquires control of such Third Party shall be deemed an Affiliate for purposes of Section 2.1(c )