definiens: shall mean any Person that ( i ) in the reasonable judgment of the Investor ’s board ofdirectors, holds or will acquire and hold securities of the Company other than in the ordinary course ofbusiness and not with the purpose or the effect of changing or influencing control of the Company, as suchterms are used in Rule 13d-1 of the Exchange Act, ( ii ) has filed a Schedule 13D with respect to theCompany ’s securities indicating that such Person held securities of the Company with the purpose or theeffect of changing or influencing control of the Company, ( iii ) has, at any time within the two years precedingthe date of the proposed transfer, publicly acted with the purpose or the effect of changing or influencingcontrol of a company having a class of securities registered under Section 12 of the Exchange Act withoutthe approval or recommendation of the board of directors or similar governing body of such company, or ( iv)has been previously identified in writing to the Investor by the Company as a Person that is acting with thepurpose or the effect of changing or influencing control of the Company or that within the two years precedingthe date of the proposed transfer has acted with the purpose or the effect of changing or influencing control ofthe Company ; provided, that the foregoing is not intended to apply to the activities of any member of theboard of directors of the Company, with respect to the Company, taken in good faith solely in his or hercapacity as a director of the Company . An shall also include any other Person that is anAffiliate of a Person referenced in any of the foregoing clauses ( i ) through ( iv ), and shall exclude any Personwith respect to which the Company has agreed in writing shall not be considered an ( itbeing understood that a Person shall be considered not to be an Activist Investor if such Person shall haveagreed in writing with the Company that such Person will acquire and hold securities of the Company in theordinary course of business and not with the purpose or the effect of changing or influencing control of theCompany )